Offtake and Prepayment Agreement

1 April 2025

Premier African Minerals Limited 

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:

i. 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.

ii. 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.

iii. 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.

iv. 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.

v. 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.

vi. 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.

Market Abuse Regulation

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. The person who arranged the release of this announcement on behalf of the Company was George Roach.

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

Enquiries:

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

Forward Looking Statements:

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount. Nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward-looking statements.

Notes to Editors:

Premier African Minerals Limited (AIM: PREM) is a multi-commodity mining and natural resource development company focused on Southern Africa with its RHA Tungsten and Zulu Lithium projects in Zimbabwe.

The Company has a diverse portfolio of projects, which include tungsten, rare earth elements, lithium and tantalum in Zimbabwe and lithium and gold in Mozambique, encompassing brownfield projects with near-term production potential to grass-roots exploration. The Company has accepted a share offer by Vortex Limited ("Vortex") for the exchange of Premier's entire 4.8% interest in Circum Minerals Limited ("Circum"), the owners of the Danakil Potash Project in Ethiopia, for a 13.1% interest in the enlarged share capital of Vortex. Vortex has an interest of 36.7% in Circum.

In addition, the Company holds a 19% interest in MN Holdings Limited, the operator of the Otjozondu Manganese Mining Project in Namibia.

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