Premier African Minerals Limited
14 September 2026
14 September 2026
Premier African Minerals Limited
Offtake and Prepayment Agreement
Premier African Minerals Limited ("Premier" or the "Company") is pleased to announce that it has reached agreement with Canmax Technologies Co., Ltd ("Canmax") (together, the "Parties") to further extend the Long Stop Date under the Restated Offtake and Prepayment Agreement originally entered into in August 2023 (the "Amended Agreement") in respect of the Zulu Lithium and Tantalum Project ("Zulu"). The Parties have agreed to extend the Long Stop Date under the Amended Agreement to 31 December 2026.
In connection with the extension, Premier, Zulu Lithium Private Limited ("Zulu Lithium") and Canmax have also entered into a tripartite priority and subordination agreement (the "Subordination Agreement") which establishes the contractual priority of amounts owing to Canmax under the Amended Agreement over amounts owing by Zulu Lithium to Premier and other members of the Premier Group.
Graham Hill, Managing Director, commented:
"We are grateful for Canmax's continued support and constructive engagement with Premier and Zulu. The extension of the Long Stop Date to 31 December 2026 provides additional time and certainty as we continue to progress Zulu and work towards an appropriate long-term resolution of the existing arrangements with Canmax.
The Subordination Agreement provides clarity as to the respective creditor positions between Canmax, Premier and Zulu Lithium while preserving Premier's underlying claims against Zulu Lithium. We believe that the combination of the extended Long Stop Date and continued support of our principal creditor provides an appropriate framework within which Premier can continue to advance Zulu."
Extension of Long Stop Date
The terms of the Amended Agreement remain substantially unchanged, save that the Parties have agreed to extend the Long Stop Date to 31 December 2026 (the "Long Stop Extension").
The other terms and conditions applicable to the Amended Agreement remain unchanged. Premier will continue to maintain the security package previously granted in favour of Canmax in full force and effect and will provide such additional documentation as may reasonably be required to preserve its validity.
To the extent that the applicable conditions of the Amended Agreement are not met and/or adhered to by Premier, Canmax will retain the right to exercise its rights, powers and discretions under the Amended Agreement.
Subordination Agreement
In connection with the Long Stop Extension, Premier, Zulu Lithium and Canmax have entered into the Subordination Agreement dated 10 September 2026. The Subordination Agreement establishes the contractual priority between Canmax, as the existing senior creditor, and Premier and other members of the Premier Group as creditors of Zulu Lithium, and forms part of a bona fide commercial financing arrangement intended to support the continued operation of the relevant businesses.
Under the Subordination Agreement, all present and future amounts owing by Premier and/or Zulu Lithium to Canmax under or in connection with the Amended Agreement, including the outstanding prepayment amount and accrued interest, constitute the Senior Indebtedness. All present and future amounts owing by Zulu Lithium to Premier or any other member of the Premier Group, including loans, advances, intercompany balances and accrued amounts, constitute the Subordinated Indebtedness. As at 10 September 2026, the Senior Indebtedness is approximately US$48.73 million, comprising approximately US$34.64 million of original advanced receipts and US$14.08 million of accrued interest. The Subordinated Indebtedness is approximately US$55.75 million, comprising amounts advanced directly by Premier and through Zulu Lithium Mauritius Limited.
While the Senior Indebtedness remains outstanding, the Subordinated Indebtedness will rank behind the Senior Indebtedness and may not be repaid, enforced or otherwise satisfied without Canmax's prior written consent. The Subordinated Indebtedness is not extinguished, released or waived and may continue to accrue and be recorded as owing. Premier Group companies may continue to provide further funding to Zulu Lithium, provided the relevant creditor accedes to the Subordination Agreement and such funding is itself subordinated to the Senior Indebtedness. No Premier Group member is obliged to provide further financial support.
The subordination will continue until the Senior Indebtedness has been irrevocably discharged in full or otherwise settled, refinanced, restructured or discharged such that Premier and Zulu Lithium have no further liability in respect of it.
The Subordination Agreement establishes contractual priority only and does not itself create any new security over the assets of Premier, Zulu Lithium or any other Premier Group member, nor does it prejudice Canmax's existing security or other rights under the Amended Agreement.
Related Party Transaction
Canmax is currently interested in more than 10 per cent. of the issued ordinary share capital of the Company and is therefore a related party for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the entry by Premier and Zulu Lithium into the Subordination Agreement with Canmax constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
The Subordination Agreement has been considered by the Directors. The Directors of the Company consider, having consulted with the Company's nominated adviser, Beaumont Cornish, that the terms of the Subordination Agreement are fair and reasonable insofar as the Company's shareholders are concerned.
In reaching this conclusion, the Directors have in particular taken into account that:
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I. |
Canmax is Premier's principal secured creditor and a strategic partner in Zulu, and its continued support remains essential to Premier's ability to progress Zulu; |
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II. |
the extension to 31 December 2026 provides Premier and Zulu with additional time to progress Zulu and address the amounts owing to Canmax without the consequences that would otherwise arise on expiry of the existing Long Stop Date; |
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III. |
Premier Group debt being subordinated remains fully owing and is not extinguished, released or waived; |
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IV. |
the Subordination Agreement does not itself grant Canmax additional security over the assets of Premier, Zulu Lithium or any Premier Group member, but instead establishes contractual priority between existing and future creditor claims; |
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V. |
Premier retains the ability, should they consider it appropriate, to provide further funding to Zulu Lithium, with such funding remaining an amount owing to the relevant Premier Group creditor notwithstanding that it will rank behind the Senior Indebtedness for the duration of the Subordination Period; and |
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VI. |
the Directors consider that the benefits of the Long Stop Extension and Canmax's continued support outweigh the restrictions arising from the subordination arrangements. |
Accordingly, the Directors consider that the Subordination Agreement, when considered together with the Long Stop Extension and Canmax's continued support of Premier and Zulu, provides an appropriate and commercially reasonable framework for the respective creditor positions and is fair and reasonable insofar as shareholders are concerned.
Market Abuse Regulations
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 ("UK MAR").
The person who arranged the release of this announcement on behalf of the Company was Graham Hill.
A copy of this announcement is available at the Company's website, www.premierafricanminerals.com.
Enquiries:
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Graham Hill |
Premier African Minerals Limited |
Tel: +27 (0) 100 201 281 |
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Michael Cornish / Roland Cornish |
Beaumont Cornish Limited (Nominated Adviser) |
Tel: +44 (0) 20 7628 3396 |
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Douglas Crippen |
CMC Markets UK Plc |
Tel: +44 (0) 20 3003 8632 |
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Toby Gibbs/ Harry Davies-Ball |
Shore Capital Stockbrokers Limited |
Tel: +44 (0) 20 7408 4090 |
Nominated Adviser Statement
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with this announcement and will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to such proposals. Beaumont Cornish has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information, or opinions contained in this document or for the omission of any information. Beaumont Cornish as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders, or any other person.
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 encompassing brownfield projects with near-term production potential to grass-roots exploration.
Ends
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