Offtake and Prepayment Agreement

Premier African Minerals Limited ("Premier" or the "Company") is pleased to announce that Premier and Canmax Technologies Co., Ltd ("Canmax") (together the "Parties") have reached agreement on a further amendment to the restated Offtake and Prepayment Agreement which the parties had previously agreed in August 2023 and further amended in December 2024 ("Amended Agreement") in respect of the Zulu Lithium and Tantalum Project ("Zulu").

George Roach, CEO, said, "The revision of the long stop date addresses a key uncertainty around the future of the Amended Agreement and further reaffirms that Canmax intentions are to work in alignment with Premier.

Discussions around the expression of interest are well advanced with a number of interested parties and the Board is hopeful that these will be concluded within the stipulated timelines."

Addendum to Offtake and Prepayment Agreement

The Amended Agreement remains the same as the Restated Offtake and Prepayment Agreement which the Parties had previously agreed in August 2023 and furthered amended in December 2024, save that that the Parties have agreed to conditionally extend the Long Stop Date from 1 April 2025 to the sooner of either 31 December 2025 or a signed agreement from a reputable buyer acceptable to Canmax that will settle and/or manage Canmax's Prepayment Amount plus interest on terms to be agreed by Canmax ("Long Stop Adjustment").

The Long Stop Adjustment is conditional on the following:

• That Canmax continues to have participation rights as agreed in December 2024 to have the right to receive partial repayment of interest owed under the Amended Agreement by the issuance of new ordinary shares in Premier on identical terms, such that Canmax would hold 13.38% of the shares in issue of the Company on a fully diluted basis immediately following any further funding.
• Canmax having financial oversight for the monitoring and controlling of the operational financial activities of both Premier and Zulu Lithium including the final approval of all operational and trade creditor budgets for the utilisation of any funds raised until such time as the Prepayment Amount plus interest has been settled in full.
• That no persons or entity has commenced with any bankruptcy, reorganisation, debt arrangement or other case or proceeding under any bankruptcy or insolvency Law, or any dissolution, winding up or liquidation proceeding, in respect of either Premier or Zulu Lithium unless it is contested by Premier or Zulu Lithium and is dismissed or settled within thirty (30) days.
• Premier including any of its subsidiaries agrees to not mortgage, pledge, lien, claim, encumbrance, charge or other security interest, option, defect or other right of any third Person of any nature whatsoever over the assets including without limitation the mineral rights without Canmax prior written approval.
• A non-binding letter of interest has been received within 30 days (unless such period is extended by Canmax at its sole discretion) of the signing of the Addendum from a reputable buyer that is acceptable to Canmax that will settle and/or manage Canmax's Prepayment Amount plus interest on terms to be agreed by Canmax ("Expression of Interest").

To the extent that the Expression of Interest is withdrawn, Premier will have thirty days (unless such period is extended by Canmax at its sole discretion) to secure an alternative reputable buyer that is acceptable to Canmax.

• That directors of Premier, will personally agree to adhere to these conditions until such time as the Prepayment Amount plus interest has been settled in full.

To the extent that any of the above conditions are not met and/or adhered to by Premier, Canmax will have right to immediately exercise all its rights, powers and discretions under the Amended Agreement.