Proposed Placing and Subscription

Arc Mineral Limited (AIM:ARC) announces its intention to raise approximately £3.5m (before expenses) through the issue of new ordinary shares of no par value in the capital of the Company (the "Ordinary Shares") at 1.8p per Ordinary Share (the "Issue Price") and the issue of certain Warrants, to subscribers of the new Ordinary Shares in the ratio of one Warrant for each Ordinary Share subscribed for (the "Fundraise"). The net proceeds of the Fundraise will be used to fund Arc's current exploration activities, its potential acquisition strategy, a potential off-market buyback and for general working capital purposes.

The Placing Price represents a discount of approximately 5.3 per cent. to the Closing Price on AIM of 1.9 pence per Ordinary Share on 8 March 2024, being the latest practicable business day prior to the publication of this Announcement.

Summary

• The Company intends to raise approximately £3.5million, in aggregate, pursuant to the Fundraise (further details outlined below). The allotment and issue of the new Ordinary Shares pursuant to the Fundraise is within the Company's ability to issue shares, pursuant to the Act.
• Certain Directors and senior managers of the Company and other investors have indicated their intention to participate in the Fundraise, by way of a direct subscription with the Company.
• The Company also proposes to issue Warrants to all subscribers in the Fundraise granting rights to subscribe for one additional Ordinary Share for each warrant held in the ratio of one warrant for every one new Ordinary Share issued to such person. The Warrants are exercisable at a price of 3 pence per Ordinary Share during the Warrant Exercise Period.
• The Directors intend that the net proceeds of the Fundraise will be used to fund the Company's exploration activities in Botswana; to fund its potential acquisition strategy (as detailed below), to fund a potential off-market buyback of Ordinary Shares from a significant overseas shareholder and for working capital purposes.

The Fundraise will comprise:

• A placing (the "Placing") through the issue of new Ordinary Shares (the "Placing Shares") at the Issue Price;
• A direct subscription (the "Subscription") with the Company for new Ordinary Shares (the "Subscription Shares"); and
• The issue of Warrants to all subscribers in the Fundraise at the 1:1 ratio described above, such Warrants are exercisable at a price of 3 pence per Ordinary Share during the Warrant Exercise Period.

The Placing is subject to the terms and conditions set out in Appendix III to this Announcement. WH Ireland Limited ("WH Ireland") is acting as bookrunner (the "Bookrunner") in connection with the Placing.

Rationale for the Fundraise

Following the successful completion of a joint venture agreement with a subsidiary of Anglo American plc for the development of its Zambian copper projects (see announcement dated 10 November 2023), the Company is now focusing on its wider interests in Botswana and the potential to acquire new licence areas in Zambia. In Botswana the Company intends to undertake an induced polarization survey and further drilling in 2024. More details of the Company's activities in Botswana are set out in the Company's announcement dated 25 January 2024. At the same time, the Company is looking to acquire new licences areas within the Zambian copper belt, and the Directors have commenced an initial assessment programme to identify potential targets. To date there are approximately three licence areas of interest to the Directors, including one where discussions are at an advanced stage. Whilst there can be no guarantee that any of these conversations will progress, or that any new licences will be acquired, the Directors believe these discussions are indicative of the potential opportunities within the area.

The Directors also propose to use some of the proceeds of the fundraise to undertake a potential off-market buyback of the Company's Ordinary Shares from a significant overseas shareholder (a "Potential Buyback"). Any Potential Buyback would be subject to, amongst other matters, the agreement of commercial terms, and any necessary regulatory and legal approvals. If the Potential Buyback completes it is the Directors' intention that the acquired Ordinary Shares would then be cancelled. The Directors believe that the ability to buy back a specific targeted shareholding in this manner will be beneficial to shareholders as a whole since by executing such a transaction, the Company should be able to ensure that the shares are disposed of in an orderly manner so as to avoid a considerable volume of shares being sold in the market far in excess of normal daily volumes of trades.

Use of Proceeds

Accordingly, the Company is seeking to raise approximately £3.5m:

• To progress its Botswana exploration programme;
• To assess potential new licence areas in Zambia, and, if a target licence area is identified, to fund the associated due diligence, costs of acquiring the licence and any initial work programmes ("Potential Licence Acquisition Process");
• To undertake the Potential Buyback; and
• For working capital purposes.

The Directors anticipate applying approximately £2,000,000 of the Fundraise to the Potential Licence Acquisition Process and the Potential Buyback. In the event that no new licence areas are identified and/or the Potential Buyback does not progress, all associated funds will be applied for general working capital purposes and to progress work on the Company's Botswana licences.

The Placing

The Placing is being conducted by WH Ireland as Bookrunner in relation to the Placing ("WHI"). A placing agreement has been entered into between the Company and WHI in connection with the Placing (the "Placing Agreement").

The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will open with immediate effect following the release of this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement. A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.

The Placing is not being underwritten.

The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Bookrunner.

Members of the public are not eligible to take part in the Placing.

The allotment and issue of the Placing Shares is conditional, inter alia, upon:

• Admission becoming effective by no later than 8.00 a.m. on 25 March 2024 (or such other time and/or date, being no later than 8.00 a.m. on 15 April 2024, as WHI and the Company may agree);
• the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission, in the case of the Placing Shares. Assuming full take up of the Placing, the Placing Shares will represent approximately 13.6 per cent. of the Enlarged Share Capital.

Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on or around 25 March 2024.

WHI has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not true and accurate when given or the Company fails to comply with any of its obligations prior to either Admission. WHI may also terminate the Placing Agreement if there has been a material adverse change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of WHI, 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 Warrants

As referred to above, the Company has also agreed to issue Warrants to all subscribers in the Fundraise on the basis of one Warrant for every one new Ordinary Share subscribed for. Such Warrants would be issued following Admission, with each Warrant granting the holder the right to subscribe for one new Ordinary Share. The Warrants are exercisable at a price of 3 pence per Ordinary Share on the earlier of;

• either the date falling 30 days after the 30th consecutive day upon which the Ordinary Shares have traded at price of 4.5 pence or above; or
• the date falling 3 years from the date of the issue of the Warrants.

The issue and validity of the Warrants is conditional upon Admission being effective and occurring on or before the Long Stop Date.

The Warrants may be exercised in whole or in part during the Warrant Exercise Period and are not secured.

The Warrants are in certificated form. There are also provisions in the Warrant Instrument for convening meetings of the holders of Warrants and for modification of rights under the Warrant Instrument.

A copy of the Warrant Instrument is available on the Company's website.

The Subscription

Nicholas von Schirnding and Rémy Welschinger being Directors of the Company, Ian Lynch and Vassilios Carellas being senior management of the Company, and certain other investors have indicated their intention to subscribe for new Ordinary Shares at the Issue Price pursuant to the terms and conditions of subscription letters to be entered into between the relevant Directors and the Company on or about the date hereof.

The Subscription is not part of the Placing and any Subscription Shares would be subscribed pursuant to the terms of subscription agreements between the Company and the relevant subscribers.

Further details relating to the Subscription, including the total number of new Ordinary Shares subscribed for and the aggregate gross proceeds of the Subscription, will be announced as soon as practicable after closure

of the Bookbuild.

APPENDIX I

Expected Timetable of Principal Events

APPENDIX III

Information to Distributors

Details of the Placing Agreement and the Placing Shares

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for admission to trading on AIM of the Placing Shares. It is expected that settlement of the Placing Shares (via Depositary Interests) and Admission will become effective at 8.00 a.m. on 25 March 2024 and that dealings in the Placing Shares will commence at that time.

Placing

The principal terms of the Placing are as follows:

• WHI is arranging the Placing as agent for, and broker of, the Company.
• Allocations of the Placing Shares to Placees and as between the tranches of the Placing will be determined by WHI, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by WHI following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from WHI will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WHI and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with WHI's consent, such commitment will not be capable of variation or revocation.
• Each placee will be issued with Warrants granting rights to subscribe for one additional Ordinary Share for each warrant held in the ratio of one warrant for every one new Ordinary Share issued to those placees. The Warrants are exercisable at a price of 3 pence per Ordinary Share during the Warrant Exercise Period.

Conditions of the Placing

WHI's obligations under the Placing Agreement are conditional on, inter alia:

• the delivery by the Company to WHI of certain documents required under the Placing Agreement;
• the issue and allotment of the Placing Shares, conditional only upon Admission;
• Admission becoming effective by no later than 8.00 a.m. on 25 March 2024 or such other date and time as may be agreed between the Company and WHI, not being later than 8.00 a.m. on 15 April 2024 (the "Long Stop Date");
• the Placing Agreement not having been terminated by WHI in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by WHI by the respective time or date where specified (or such later time or date as WHI may notify to the Company, being not later than the Long Stop Date; (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Right to terminate the Placing Agreement

No Admission Document or Prospectus

Registration and Settlement

Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with WHI, stating the number of Placing allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Settlement of transactions in the Placing Shares via Depositary Interests (ISIN: VGG045791016) following Admission will take place within CREST provided that, subject to certain exceptions, WHI 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

• that, unless otherwise agreed by WHI, it is a Qualified Investor;
• that time shall be of the essence as regards obligations pursuant to this Appendix;

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares (via Depositary Interests) in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or WHI will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WHI in the event that any of the Company and/or WHI have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WHI accordingly.