Andrada Mining. Regulatory News (ATM)

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AFRITIN MINING LIMITED.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

For immediate release

16 September 2022

AfriTin Mining Limited

("AfriTin" or the "Company")

Result of Placing and Subscription

AfriTin Mining Limited (AIM: ATM), an African tech-metals mining company with a portfolio of mining and exploration assets in Namibia, is pleased to announce the successful completion of the Placing and Subscription announced on 15 September 2022, subject only to Admission (and in the case of the Subscription, subject to the receipt of proceeds).

Following strong demand in the bookbuild, the total gross proceeds from the Placing has increased from US$7.5 million to US$12.8 million (£11.1 million) resulting in aggregate gross proceeds from the Fundraising of US$22.8 million. The incremental Placing proceeds will be used to further expand the Uis resource drilling programme, Brandberg West development and for general corporate purposes.

A total of 222,701,660 new Ordinary Shares ("Placing Shares") have been conditionally placed with new and existing institutional investors pursuant to the Placing by Hannam & Partners and Stifel Nicolaus Europe Limited (the "Joint Bookrunners"), at a price of 5 pence per new Ordinary Share (the "Placing Price"), conditional inter alia upon their admission to trading on AIM. In addition, The Orange Trust has also subscribed for a total of 173,320,000 new Ordinary Shares (the "Subscription Shares"), at the Placing Price (the "Subscription"), conditional inter alia upon their admission to trading on AIM and receipt of proceeds.

A total of 396,021,660 new Ordinary Shares will therefore be issued pursuant to the Placing and Subscription, raising gross proceeds of £19.8 million (approximately US$22.8 million). The Placing Shares and Subscription Shares together represent approximately 26 per cent. of the Company's enlarged ordinary share capital after the completion of the Fundraising.

The Placing Price represents an 8 per cent. discount to the mid-market closing price on 15 September 2022.

The new Ordinary Shares to be issued pursuant to the Placing and Subscription will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the new Ordinary Shares.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the announcement made on 15 September 2022.

Anthony Viljoen, CEO of AfriTin Mining Limited commented:

"On behalf of the board, I am delighted to announce completion and upsizing of the Placing and Subscription portion of the wider US$48.3 million Proposed Funding Package (now US$53.6m as a result of the upsizing), referred to in our announcement yesterday. Bringing on additional funding partners to complete this package, alongside Standard Bank, has the potential to position AfriTin at the forefront of the tech metals sector.

"We are excited to open up a new province in Namibia targeting a globally significant lithium resource, bring our lithium and tantalum revenue streams online, alongside significantly accelerating our existing tin operation for its next phase of development. 

"We would like to sincerely thank all our existing shareholders for their continued support and welcome our new shareholders as we start this next chapter and look to fully unlock AfriTin's potential."

Participation by Directors

Certain Directors have participated in the Placing to raise gross proceeds of £230,000, as set out below.

Details of the Directors' participation in the Placing are as follows:

The FCA notifications, made in accordance with the requirements of MAR, are appended below.

Participation by Existing Substantial Shareholders and Related Party Transactions

Canaccord Genuity Wealth Management ("Canaccord") will acquire 37,000,000 new Ordinary Shares at the Placing Price for gross proceeds of £1,850,000. Details of Canaccord's participation in the Placing is as follows:

By virtue of Canaccord's holdings being more than 10 per cent. of the existing issued ordinary share capital of the Company, they are classified as a related party of the Company and its participation in the Placing is considered a 'related party transaction' under Rule 13 of the AIM Rules.

Glen Parsons, Terrance Goodlace and Laurence Robb, having not participated in the Subscription or the Placing, are independent of the Placing and consider, having consulted with WH Ireland Limited ("WH Ireland"), the Company's Nominated Adviser, that the terms of the participation by Canaccord in the Placing are fair and reasonable insofar as shareholders are concerned.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 21 September 2022 (or such date as may be agreed between the Company and the Joint Bookrunners, being no later than 30 September 2022). Application has also been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM ("Subscription Admission"). It is expected that the Subscription Admission will occur on or around 29 September 2022. The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms prior to Admission. The Placing is not conditional upon The Orange Trust Subscription completing. The Orange Trust Subscription is conditional on the Placing becoming unconditional and not being terminated, on the Subscription Admission and the receipt of the Subscription proceeds. Neither the Placing nor the Subscription are conditional upon the Orion Financing or the DBN Debt Financing (both as defined in the announcement of the Proposed Funding Package and Production Update released yesterday).

Following Admission of the Placing Shares the Company's issued ordinary share capital will consist of 1,344,543,344 Ordinary Shares, with the right to one vote each. The Company will hold no Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 1,344,543,344. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Following Admission of the Subscription Shares the Company's issued ordinary share capital will consist of 1,517,863,344 Ordinary Shares, with the right to one vote each. The Company will hold no Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 1,517,863,344. With effect from the Subscription Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES

IMPORTANT NOTICES

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, South Africa or Japan (as the case may be).

No public offering of the Placing Shares is being made in the Australia, Canada, South Africa or Japan or elsewhere.

No action has been taken by the Company, WH Ireland Limited ("WH Ireland"), H&P or Stifel or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement is directed at and is only being distributed to: (a) if in a member state of the EEA, persons who are qualified investors ("EEA Qualified Investors"), being persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (b) if in the United Kingdom, persons who are qualified investors ("UK Qualified Investors"), being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who are (i) persons falling within the definition of "investment professional" in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons who fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (c) if in the United States, persons who are either (i) outside the United States acquiring the Placing Shares in offshore transactions as defined in, and in accordance with, Regulation S under the US Securities Act, (ii) "qualified institutional buyers" as defined in Rule 144a under the US Securities Act, or (d) if in Australia, persons who are either (i) "sophisticated investors" within the meaning of Section 708(8) of the Corporations Act 2001 (Cth) ("Corporations Act"), (ii) an "experienced investor" meeting the criteria in Section 708(10) of the Corporations Act or (iii) a "professional investor" within the meaning of section 708(11) of the Corporations Act; or (e) if in South Africa, (i) persons whose ordinary business, or persons whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principals or agents; (ii) "the public investment corporation" as defined in the Public Investment Corporation Act, No. 23 of 2004 (as amended); (iii) persons regulated by the Reserve Bank of South Africa; (iv) "authorised financial services providers" as defined in the Financial Advisory And Intermediary Services Act, No. 37 of 2002 (as amended); (v) "financial institutions" as defined in the Financial Services Board Act, No. 97 Of 1990; (vi) a wholly owned subsidiary of the persons contemplated in (iii), (iv) and (v), acting as agent in the capacity of authorised portfolio manager for a pension fund registered in terms of the Pension Funds Act, No. 24 of 1956 or as a manager for a collective investment scheme registered in terms of the Collective Investment Schemes Control Act, No. 45 of 2002; (vii) any combination of the persons contemplated in (i) to (vi); and/or persons who, were they to subscribe for securities, would subscribe for a minimum amount of r1,000,000 per single addressee acting as principal, or (f) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) (c), (d), (e) and (f) together being referred to as "Relevant Persons").

No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, H&P and/or Stifel expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

WH Ireland Limited, which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as nominated advisor for the purposes of the AIM Rules for Nominated Advisers and the AIM Rules for Companies exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company in connection with the Placing or for providing the protections afforded to their clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.The responsibilities of WH Ireland, as nominated adviser, are owed solely to the London Stock Exchange plc and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by WH Ireland as to, and no liability whatsoever is accepted by WH Ireland in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).

H&P Advisory Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company in connection with the Placing or for providing the protections afforded to their clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.

Stifel Nicolaus Europe Limited, which is authorised and regulated by the FCA in the United Kingdom is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company in connection with the Placing or for providing the protections afforded to their clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of WH Ireland, H&P and/or Stifel (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of WH Ireland, H&P and/or Stifel and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by WH Ireland, H&P and/or Stifel and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.