Proposed Refinancing Update

Petra Diamonds Limited

("Petra", "PDL" or the "Company" or, in conjunction with its subsidiaries, the "Group")

Proposed Refinancing Update

On 8 August 2025, Petra announced the terms of a proposed refinancing of the Group that had been agreed with certain key financial stakeholders (the "Refinancing Announcement").

Locked-Up Notes update

Following the Refinancing Announcement, certain Noteholders have acceded to terms of the Lock-Up Agreement on the same terms as the Participating Noteholders (the "Acceding Noteholders"). As a result of these accessions, Kroll Issuer Services Limited (as information agent) has confirmed to the Company that the Participating Noteholders and the Acceding Noteholders hold, in aggregate, more than 99% of the Notes (by value), which is greater than the 90% threshold for Noteholder consent under the Consent Solicitation.

Therefore, the Company intends to implement the extension of the maturity date of the Notes and certain other changes to the terms of the Notes (as described in the Refinancing Announcement) by means of the Consent Solicitation rather than the Scheme.

It is currently expected that the Consent Solicitation will launch on or shortly after the date of the publication of the Company's financial results for FY25. The Company will confirm the exact dates in due course on its website.

Equity Backstop Agreement amendment

As announced in the Refinancing Announcement, interested shareholders were provided a window of ten business days to accede to the Equity Backstop Agreement. This process has resulted in four additional shareholders acceding to the Equity Backstop Agreement through an amendment to the Equity Backstop Agreement (the "Equity Backstop Agreement Amendment"). As a result, the Backstop Providers now represent approximately 69% of the Company’s existing issued share capital.

The additional Backstop Providers include both Vivek Gadodia and Juan Kemp (interim joint Chief Executive Officers of the Company), who have both acceded to the terms of the Equity Backstop Agreement in their personal capacities.

Additionally, under the Equity Backstop Agreement Amendment, JOSIVAR Sarl ("JOSIVAR"), an entity that is wholly-owned by José Manuel Vargas, Petra’s Chair, has committed to underwrite up to approximately $2.45 million of entitlements not taken up by other shareholders (excluding the Backstop Providers), with the final amount to be confirmed following the end of the Rights Issue period, and JOSIVAR will receive a correspondingly increased Backstop Fee.

Other than the changes described above, the Equity Backstop Agreement Amendment has not amended the existing terms of the Equity Backstop Agreement as described in the Refinancing Announcement.

Following the execution of the Equity Backstop Agreement Amendment, and in conjunction with the commitments made as part of the Lock-Up Agreement, shareholders representing approximately 74% of the existing issued share capital of the Company are committed to vote in favour of the requisite shareholder resolutions to implement the Rights Issue and the Refinancing at the SGM.

Related Party Transactions

JOSIVAR is a party to the Equity Backstop Agreement Amendment. JOSIVAR is a related party of Petra pursuant to UK Listing Rule 8.1.11R(4) by virtue of being controlled by José Manuel Vargas, who is himself a related party of Petra as a director of Petra. In respect of JOSIVAR, the proposed participation in the Rights Issue as a Backstop Provider beyond its pro rata entitlement and the payment by the Company to JOSIVAR of its proportion of the Backstop Fee in each case in the terms set out in the Lock-Up Agreement and Equity Backstop Agreement Amendment are considered related party transactions for the purposes of UKLR 8.2.1R (together the "Related Party Transactions").

In respect of the Related Party Transactions, the Board (excluding the Chairman by virtue of a personal conflict) having been so advised by Peel Hunt LLP acting in its capacity as the Company's Sponsor, unanimously considers the Related Party Transactions are fair and reasonable as far as Petra shareholders are concerned.

Next Steps

Kroll Issuer Services Limited has been engaged by Petra to act as information agent for the Lock-Up Agreement.

Noteholders that have not yet signed the Lock-Up Agreement and wish to support the Refinancing should complete and execute an accession deed to the Lock-Up Agreement in their capacity as a Noteholder and provide evidence of their beneficial holdings to the Information Agent.

The Rights Issue will require the publication of a prospectus and shareholder circular which the Company currently expects to publish in Q4 CY2025.

The Group is targeting the completion of the Refinancing in Q4 CY2025 and will continue working with the Working Group, Noteholders, the Senior Secured Bank Lender, the Backstop Providers and other stakeholders, as required, to finalise and implement the Refinancing. Closing of the Refinancing will be subject to a number of conditions, approvals and other matters which are required in the near-term, including the negotiation and agreement of full form documentation to reflect the agreement in principle and, where required, shareholder approval.

The Company will release further announcements in due course, as appropriate.

There can be no guarantee that the Refinancing as contemplated by the Lock-Up Agreement and the Equity Backstop Agreement (as amended) will be implemented on the terms set out above, and any refinancing of the Group may be on significantly different terms to the ones set forth in this announcement or not be consummated at all. Furthermore, the completion of the Refinancing may take significantly longer than the Group currently anticipates.

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