Retail Offer

Premier African Minerals Limited ("Premier" or the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of up to 8,263 million new ordinary shares ("Ordinary Shares") of no par value each in the capital of the Company (the "Retail Offer Shares") at an issue price of 0.0275 pence per New Ordinary Share (as defined below) (the "Issue Price") to raise gross proceeds (before fees and expenses) of up to £2.3 million.

In addition to the Retail Offer, the Company conducted a placing of new ordinary shares (the "Placing Shares" and together with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (the "Placing" and together with the Retail Offer, the "Fundraising") to raise gross proceeds of £1.2 million. A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Issue Price represents a discount of approximately 30 per cent. to the closing mid-market price on 15 January 2025.

The Retail Offer is conditional on the New Ordinary Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place at 8.00 a.m. on 23 January 2025. Completion of each of the Placing and Retail Offer is inter-conditional upon, inter alia, the gross proceeds of the Fundraising, taken together with the value of liabilities that creditors agree to settle by accepting new shares ("Settlement Shares"), on the same terms as to price as the Placing, being not materially less than £3.5 million. Accordingly, should the gross proceeds of the Fundraising, together the value of Settlement Shares issued at the Issue Price, be materially less than £3.5 million, the Placing and Retail Offer will not proceed.

The net proceeds of the Fundraising are sufficient to commence with the final commissioning and optimisation of the Primary Flotation Plant and purchase of the Secondary Flotation Plant which the Board believes will underpin the full recommencement of operations at Zulu Lithium and Tantalum Project ("Zulu") in due course and to address those trade creditors that require immediate full or partial settlement in order to support the initial 3-to-5-day test run.

The net proceeds of the Fundraising are intended to be applied as follows:

• Completion of the 3-to-5-day flotation plant test run and purchase and commissioning of the Secondary Flotation Plant. The estimated cost is $800,000 inclusive of the Purchase of the Spodumene float plant.
• Part payment to the Government of Zimbabwe in respect of deferred VAT and other statutory requirements of $250,000.
• Part payment in respect of arrears of salaries and wages to employees of $400,000.
• Part payment to specific suppliers of plant spares and maintenance of $180,000.
• Any remaining balance will be used in part payments to contractors and other creditors to enable ongoing commercial operations.

Negotiations regarding certain creditors of the Company and Zulu accepting new shares of the Company in settlement in full or part settlement of the liabilities due to them have been taking place for several weeks. It is expected that agreement will be reached with certain of these parties once the terms of the Placing (including the Issue Price) are notified to them ("Creditor Settlements"). Details of the number of Settlement Shares issued to creditors, and the value of the liabilities settled by the Company and Zulu, will be notified to shareholders at the time of the Retail Offer Announcement.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors for many years. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/X726E1/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 7:05 a.m. on 17 January 2025. The Retail Offer is expected to close at 6:00 p.m. on 20 January 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/X726E1/authorised-intermediaries

A copy of this announcement is available at the Company's website, www.premierafricanminerals.com

The Company's LEI is 213800WDKYXYJZE5DZ61.

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