Member Info for ACKER

Raaydaar

Canmax probably asked the same questions,it appears that they got a satisfactory reply.

financial report, and Goddards will need to be satisfied with the structured payment plan and the new agreement with the plant provider. Those pieces alone give far more oversight and financial discipline than PREM has operated under in the past.

But the idea that “governance is irrelevant” simply isn’t correct. Governance is precisely why the company is now being forced to deal with the legacy issues properly and why the plant upgrade is finally being executed under a performance‑linked contract. The days of drifting are over — the numbers now have to stand up to scrutiny from Canmax, auditors, and the year‑end viability statement.

As for the share authority, nobody is pretending that 35 billion magically solves everything. It’s headroom, not a funding plan. The real work is resolving the historic problems and getting the plant producing consistently. That’s where the value comes from. And yes, I’ve said before that 50 billion would have been a more comfortable buffer — but that doesn’t change the fact that the company is now operating under tighter financial control, with third‑party funding as the priority.

There’s a lot happening behind the scenes that can’t be disclosed line‑by‑line in an RNS. The focus now is on execution, not speculation.

When are people going to accept that the company is now operating under a very different governance structure? The board has been clear: shares will only be issued when necessary, and with full awareness of the dilution impact on shareholders. PREM has repeatedly stated that third‑party finance is the priority, and I genuinely believe Hill means exactly that.

Remember, Canmax now has full visibility over the financials. Hill would have had to present cash‑flow tests and forward funding requirements to them well before releasing today’s RNS. The year‑end accounts to 31/12/2025 will also require a formal statement on viability, so the financial position cannot be glossed over or hidden.

There is clearly a lot happening behind the scenes, and not everything can be disclosed in real time. For now, we’ll leave it at that.

Acker

Hasiba

What is your understanding of the following sentence included in the RNS, which the company intentionally highlighted?

"The Board confirms that the authorities sought represent maximum headroom only and are not indicative of any fixed or pre-determined issuance programme."

Acker

Snowking

This is the first financial RNS where I can read "How,When and With What"

There will be dilution, we all know that, but I am very appreciative of this passage in the RNS:

"The Board further confirms that the share authorities being sought will be exercised carefully and only where necessary in line with the Company's current operational strategy, and that alternative, less dilutive funding mechanisms will be considered. To the extent that such alternative funding can be secured on acceptable terms and within required timeframes, the Board intends to prioritise those funding sources in preference to issuing new ordinary shares."

And I believe Hill will do just that.

I am very happy with the RNS, no, bloody delighted with the RNS

Acker

Acker

Jag

You do talk some rubbish.

Let me tell you again,not interested if anyone listens.

Yep, leave me out of your discussions about dilution, bankruptcy, flights, lunches and Acker buying shares at 0.10.

Have a good weekend.

Acker

Jag

Not interested if anyone is upset.

Please discuss the topic with your pals, I'm very happy with the direction Mr Hill is taking Premier.

Talk amongst yourselves,leave me out of it.

Acker

This is the best RNS Prem has issued in years.

Hill has provided exactly what I was asking for.

Great summary of Prem's finances, company strategy, and financial objectives.

Top draw Mr Hill.

Acker

Operationally, the picture is even more encouraging. The flotation plant upgrade is now fully contracted with Xinhai’s subsidiary, with equipment delivery due within days and commissioning targeted for Q2. Payment is tied to performance, civil works are already complete, and for the first time in months Zulu has a clear, enforceable path to stable production. This is execution, not speculation.

Yes, some dilution is likely, but it’s far more likely to be targeted and controlled, not the full 35 billion authority. A small equity component alongside third‑party funding is normal in structured deals, and the AGM wording strongly suggests that any share issue will be tactical rather than destructive. The authority gives Premier negotiating strength, not a mandate to flood the market.

Taken together, Premier is moving into a far more constructive phase: a contracted flotation upgrade, a defined commissioning window, active funding discussions, and a strategy that prioritises non‑dilutive finance. The market hasn’t yet priced in how significant this shift is. Zulu is finally moving toward the point where performance — not rumour — will drive the narrative.

For investors who can see beyond the noise, this is a moment of genuine opportunity.

Acker

Recommendation

The Board considers that the approval of the Resolutions being proposed at this AGM is in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommends that Shareholders vote in favour of the Resolutions.

The Board recognises the dilutive impact that the issue of new ordinary shares may have on existing Shareholders and wishes to emphasise that the authorities being sought pursuant to the Resolutions will be exercised carefully, judiciously and only where considered necessary to meet the Company's immediate funding requirements in line with the Company's current operational strategy. The Directors will continue to actively explore and assess alternative funding mechanisms, including non-dilutive and less dilutive funding options, supplier arrangements and structured financing solutions. To the extent that alternative sources of funding can be secured on acceptable terms and within the required timeframes, the Board intends to prioritise such funding in preference to the issue of new ordinary shares in order to meet the Company's payment obligations and operational funding requirements, while balancing short-term funding needs against the longer-term objective of restoring and enhancing value for Shareholders.

The Company has limited funds and must put in place additional funding arrangements to meet its payment commitments and obligations as they fall due. Shareholders should be aware that if Resolutions 2 and 3 are not passed at the AGM, the Company would need to pursue alternative funding arrangements, which may include a discounted open offer to Shareholders. There can be no assurance that any such open offer would be taken up or that alternative funding arrangements could be implemented within the required timescale or on acceptable terms, which could have a material adverse effect on Zulu and on the financial position of the Company as a whole. As previously reported, if the Company is unable to obtain additional finance for the Group's working capital requirements, a material uncertainty may exist which could cast significant doubt on the ability of the Group to continue as a going concern and, accordingly, on its ability to realise its assets and discharge its liabilities in the normal course of business.

The Board confirms that the authorities sought represent maximum headroom only and are not indicative of any fixed or pre-determined issuance programme.

The Board therefore considers it to be of the utmost importance that Shareholders vote in favour of the Resolutions.

The proposed application of funds includes provision for a test-run period. The budget does not assume that there will be any operating revenues during the commissioning and optimisation phase, and certain supplier payment arrangements do not require immediate settlement of all outstanding amounts.

The Board further confirms that the share authorities being sought will be exercised carefully and only where necessary in line with the Company's current operational strategy, and that alternative, less dilutive funding mechanisms will be considered. To the extent that such alternative funding can be secured on acceptable terms and within required timeframes, the Board intends to prioritise those funding sources in preference to issuing new ordinary shares.

Resolution 3: Conditional on the approval of Resolution 2, the approval for a period commencing twelve (12) months following the date of this AGM ("Conversion 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 five billion (5,000,000,000) ordinary shares, and to authorise the Directors of the Company to issue such number of shares in favour of Canmax in accordance with their conversion rights as notified on 24 December 2024.

The Addendum to Offtake and Prepayment Agreement allowed Canmax a right to participate in Premier fund raisings to enable them to maintain their original investment percentage in the Company of 13.38%. To this extent, Canmax, at its absolute discretion, will have the right to receive partial repayment of interest owed by the issuance of new ordinary shares from this resolution in the Company, such that Canmax would hold 13.38% of the shares in issue of the Company on a fully diluted basis immediately following a funding.

To the extent that these share authorities are not required, the Company will not utilise these shares for any other purpose and the approvals will lapse.

N this context, the Company's current operational strategy is focused on the installation, commissioning and optimisation of a new spodumene flotation circuit utilising Xinhai Technology Processing equipment and process design, rather than further reliance on the existing primary flotation plant configuration. The Xinhai flotation technology is well established and proven in comparable operations within Zimbabwe, and the Board believes that its deployment at Zulu provides the Company with a materially higher level of confidence in achieving the required concentrate grade and throughput necessary to progress towards the conclusion of a binding offtake and settlement arrangement in accordance with the Addendum. In order to deliver the operational milestones required to stabilise and optimise processing performance at Zulu, the Company must demonstrate that Zulu is capable of producing saleable spodumene concentrate at the required grade and in commercial quantities.

To this end, the Company has concluded a procurement, installation and commissioning contract with Thriving Engineering Private Limited, a wholly owned subsidiary of Xinhai Technology Processing, for the provision of a spodumene flotation plant at Zulu. The contractual framework provides for delivery of flotation equipment by the end of February 2026, on-site engineering support for installation and commissioning, and a process performance guarantee linked to the achievement of targeted concentrate grades and recoveries at a design throughput of 15-20 tonnes per hour (subject to feed material meeting agreed specifications). Subject to logistics and site readiness, the Company expects the upgraded flotation circuit to be installed, commissioned, optimised and producing spodumene concentrate during Q2 of 2026.

The Board has prepared an interim operational budget for the period from February 2026 to 31 July 2026 which sets out the Company's priority funding requirements during the installation, commissioning, optimisation and ramp-up phase at Zulu and the Company's essential corporate and operating activities. The Company's near-term funding requirements are focused on essential expenditure across the following streamlined budget categories:

Ø

Plant completion, commissioning and optimisation (including Xinhai flotation plant with all auxiliary supply items and reagents):

Approximately US$0.8 million.

Ø

Operational suppliers and critical services:

Approximately US$4.4 million.

Ø

Staff costs and statutory obligations:

Approximately US$3.3 million;

Ø

Legacy and long outstanding payables:

Approximately US$4.9 million

These categories represent an aggregate near-term funding requirement of approximately US$13.4 million, based on current estimates and subject to refinement as commissioning progresses and operational conditions evolve. The proposed application of funds includes provision for a test-run period. The budget does not assume tha

The Explanatory Notes to the resolutions that are being proposed at the AGM as set out in the Notice are reproduced below in this Appendix without amendment:

Resolution 1 is proposed as ordinary resolution. This means that for the resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 2 and 3 are proposed as a special resolution. This means that in order to have this resolution passed, in excess of three fourths of the votes cast must be in favour of the resolution.

The Board would strongly encourage all members to vote on all the proposed Resolutions below.

Resolution 1: To reappoint Godfrey T Manhambara, who is retiring by rotation, as a director.

An ordinary resolution will be proposed to reappoint Godfrey T Manhambara who is retiring by rotation in accordance with the Articles and, being eligible, offers himself for reappointment as a director of the Company.

Resolution 2: To approve for the period commencing twenty four (24) months following the date of this AGM ("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 thirty five billion (35,000,000,000) 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.

Summary

On 5 January 2026, Premier and Canmax Technologies Co., Ltd ("Canmax") entered into a further amendment to the restated Offtake and Prepayment Agreement in respect of the Zulu Lithium and Tantalum Project ("Addendum"), pursuant to which the Long Stop Date was conditionally extended to the earlier of (i) 30 June 2026 or (ii) the date on which a reputable buyer, acceptable to Canmax, executes a binding agreement for the purchase of spodumene concentrate and the settlement and/or management of Canmax's prepayment amount together with accrued interest, on terms to be agreed with Canmax.

The Board considers that the principal focus at this stage of the Company's development, and the most effective means of seeking to restore and enhance Shareholder value, is to establish a high degree of operational certainty at the Zulu Lithium and Tantalum Project ("Zulu"). Delivering consistent and demonstrable processing performance is critical to restoring market confidence and, in turn, to driving and encouraging further investment into Zulu on acceptable terms.

In this context, the Company's current operational strategy is focused on the installation, commissioning and optimisation of a new spodumene

13 February 2026

Premier African Minerals Limited

Notice of Annual General Meeting

Premier African Minerals Limited ("Premier" or the "Company") announces that it will be holding the 2026 Annual General Meeting ("AGM") at the Croft, 87 Main Road, Blue Hills, 1685, South Africa at 15:30 (BST) on 4 March 2026.

The Notice of AGM ("Notice") with both the Form of Instruction and Form of Proxy are in process of being posted to shareholders and is also available together with this announcement for download on the Company's website:

https://www.premierafricanminerals.com/investors/circulars-and-notices

Shareholders are strongly encouraged to review the Explanatory Notes to the resolutions that are being proposed at the AGM as set out in Appendix 1 of the Notice and in the link below, and reproduced without amendment in the Appendix to this announcement, and are strongly encouraged to vote in either person or through the proxy of the Chairman of the meeting.

Webinar

The Company will also stream the AGM by a webinar that will allow direct access to the meeting from any internet linked computer or smart device. Shareholders can download via the link that will be provided two days before the meeting on Premier webpage.

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.

Enquiries:

Graham Hill

Premier African Minerals Limited

Tel: +27 (0) 100 201 281

Michael Cornish / Roland Cornish

Beaumont Cornish Limited

(Nominated Adviser)

Tel: +44 (0) 20 7628 3396

Douglas Crippen

CMC Markets UK Plc

Tel: +44 (0) 20 3003 8632

Toby Gibbs/ Harry Davies-Ball

Shore Capital Stockbrokers Limited

Tel: +44 (0) 20 7408 4090

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.

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 advic

Jag

Why don't you become an old-style CEO of an AIMS company? You have all the attributes; you would do well

Acker

Jag

What happened to your February EGM ??????

Acker

Anglebox788

Having said that,I am not ruling out a small placing tomorrow using the shares that are available.

Acker

Comforting to know that the flotation system will be delivered at the end of the wet season.

Acker

Anglebox 788

My thoughts exactly, with Hill negotiating such a comprehensive deal which includes performance-related payments, i im of the same opinion that the agreement released sums not required for immediate payment.

Acker

Jag

I believe Mr Hill is against diluting shareholders however, circumstances leave him with no alternative.

Hill has spoken about returning shareholder value on numerous occasions; he acknowledges it will take time.

When are you expecting the EGM and multi-billion-dollar placing?

Acker

Raaydaar

I thought you said that there were insufficient shares left in the pool to pay Goddards.

Any call for EGM will take us well into March.

I am thinking company may be OK for the February Goddard payment.

Prem has until 6.30 to call an EGM.

Acker