Addendum to Notice of General Meeting
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Premier African Minerals Limited ("Premier" or the "Company"), announces an addendum to the Notice of General Meeting dated 8 July 2024 convening a Geneal Meeting ("Addendum") of the members of the Company at the Chesterfield Mayfair Hotel, 35 Charles Street, London W1J 5EB, United Kingdom at 15:30 (BST) on 29 July 2024.
The Addendum with the supporting Form of Instruction and Form of Proxy are in the process of being posted to shareholders and can also be accessed on the Company's website:
Shareholders are encouraged to review the Explanatory Notes to the Addendum which are set out further below in the following link and are strongly encouraged to vote in either person or through the proxy of the Chairman of the General Meeting.
The person who arranged the release of this announcement on behalf of the Company was George Roach.
Resolution 2: To approve for the period commencing four (4) months following the date of this GM (Period), the disapplication of the pre-emption provisions set out in Regulation 1.5 of the Company's articles of association in relation to the issue of, or the grant of any right to subscribe for or convert any security into, up to a further two billion (2,000,000,000) ordinary shares, and to authorise the Directors of the Company to issue, or grant any right to subscribe for or convert any security into, shares in accordance with the provisions of this resolution, but so that the Company may make offers and enter into, agreements during the Period which would, or might, require shares to be allotted or rights to subscribe for, or convert other securities into shares to be granted after the Period ends.
As reported on 28 June 2024 in Premier's Consolidated Financial Statements for the year ending December 2023 ("Financial Statements"), Premier had engaged China Zenith Capital Ltd ("Zenith") in 2021 to facilitate the placement of 3,000,000,000 shares with Canmax Technologies Co., Ltd. ("Canmax"). Subsequently Premier entered into an Offtake and Marketing agreement with Canmax, whereby Canmax would prepurchase 143,000 tonnes of spodumene concentrate that will be produced by the Group's Zulu mine. In 2024, it was determined that Zenith was due a success fee of $1.35 million plus interest and costs was due in relation to these arrangements and accordingly an amount of $2.078 million was accrued in the Financial Statements.
Premier had previously committed to Zenith to utilise part of the pre-emptive shares disapplied in the last Annual General Meeting held on 8 April 2024 to settle this outstanding payment. However, the ongoing funding requirements for the Zulu Lithium and Tantalum Project ("Zulu Lithium Project") and the depreciation of the Company share price has meant that Premier has not to date been able to attend to the settlement as agreed with Zenith.
Zenith have now notified the Company that unless settlement of the outstanding fee is addressed as agreed, then Zenith intends to initiate legal action in an attempt to force payment. Accordingly, Premier must now ensure it is able to complete the settlement of the outstanding amounts due to Zenith without further delay to protect the interests of its shareholders, the Company and the Company's assets. To the extent that there are any unutilised shares from the authority being granted under Resolution 2 following the full settlement to Zenith, these remaining shares will be utilised for the ongoing funding requirements for the Premier group, in particular the Zulu Lithium Project.
The Board considers that it is therefore of the utmost importance that Shareholders vote in favour of this Resolution.
Nominated Adviser Statement
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