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"). Further updates on the status of the Refinancing were announced by Petra on 29 August 2025, 11 September 2025 and 25 September 2025.

Commitment letter with Senior Secured Bank Lender update

On 29 September 2025, the Company entered into a binding commitment letter (the "Commitment Letter") with the Senior Secured Bank Lender with the key commercial terms reflecting the in-principle agreement between the Company and the Senior Secured Bank Lender set out in the Refinancing Announcement.

Certain customary termination events apply to the Commitment Letter (some of which are automatic and some of which are voluntary and exercisable by different parties), including (but not limited to) automatic termination on the earlier of the date on which the Refinancing becomes effective, the termination of the Lock-Up Agreement and 31 December 2025 (unless otherwise agreed between the Company and the Senior Secured Bank Lender).

Petra and the Senior Secured Bank Lender will enter into good faith negotiations to agree the terms of long form documentation to implement the amendments to the Senior Secured Bank Debt, such amendments to reflect the provisions of the Commitment Letter.

Amendments to Lock-Up Agreement

On 25 September 2025, certain amendments were made to the Lock-Up Agreement following Noteholders representing over 90% of the outstanding Notes (by value) confirming their consent to the Information Agent.

The amendments to the Lock-Up Agreement included:

the removal of the reduction of the amount of the Notes to 96 per cent of the existing principal amount;

the removal of the Consent Fee to be paid to Noteholders; and

the warrants under the Incentivisation Plan be reallocated so that 12.25 million are for the benefit of management and senior managers (with the allocation and final terms of the issue of such warrants being subject to the approval by the board of directors of the Company) and 3.75 million are for the benefit of the Chairman.

The Company expects to publish a prospectus and shareholder circular in respect of the Rights Issue during October 2025 and completion of the Rights Issue and the Refinancing are both still expected to occur in Q4 CY2025.

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