KZG Kazera Global Plc

This announcement contains inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

4 September 2024

Kazera Global plc

('Kazera' or 'the Company)

Enforcement of Aftan Sale Agreement

Kazera Global plc, the AIM-quoted investment company, announces that it has instructed legal counsel to commence proceedings to enforce the terms of the agreement concerning the sale of its 100% interest in African Tantalum (Proprietary) Limited ("Aftan") to Hebei Xinjian Construction ("Xinjian"), as announced in an RNS on 20 December 2022 (the "Sale Agreement").

Under the terms of the Sale Agreement, Xinjian was legally obligated to pay Kazera cash consideration of US$13.0 million for the purchase of all shares and associated loans in Aftan. Kazera retained the right to receive a debenture payment equivalent to 2.5% of gross sales of produced Lithium & Tantalum for the life of the mine and retained 100% ownership of the shares in Aftan until full payment for both the loan and the share sale was received. Payment in full was due to have been made by the end of 2023.

Despite multiple demands and various undertakings from Xinjian, the outstanding payments remain unsettled, resulting in a breach of the Sale Agreement. Xinjian currently owes the Company approximately US$9.5 million comprising the unpaid capital, outstanding shareholders' loans, and accrued interest. Kazera has now set a final deadline of 23 September 2024 for Xinjian to settle this debt in full.

Should Xinjian fail or refuse to settle the outstanding debt by this date, Kazera intends to exercise its right to refer the dispute to arbitration in accordance with the provisions of the Sale Agreement, with arbitration providing an expedited timescale for conclusion of 60 days from the date that it is demanded (being 23 September 2024, should the due funds not be settled in full by that date).

The Company continues to be entirely confident in its position in relation to the due debt following legal consultation and advice thereof, and looks forward to updating the market in due course.

Dennis Edmonds, Chief Executive Officer of Kazera Global Plc commented: "Despite our considerable patience and substantial efforts to accommodate Xinjian, it has failed to honour its commitments under the Sale Agreement. Consequently, given that we are completely confident in our legal position, we are left with no option but to pursue all legal avenues available to enforce our rights and recover the amounts owed to us. We remain steadfast in our commitment to protecting the interests of our shareholders and ensuring the full enforcement of our agreements."

ENDS

For further information visit www.kazeraglobal.com or contact: 

About Kazera Global plc

Kazera is a global investment company focused on leveraging the skills and expertise of its Board of Directors to develop early-stage mineral exploration and development assets towards meaningful cashflow and production. Its three principal investments are as follows:

Alluvial diamond mining through Deep Blue Minerals (Pty) Ltd, Alexander Bay, South Africa

Kazera currently has a 100% direct interest in Deep Blue Minerals, of which 74% is held beneficially by Kazera and 26% is held on behalf of Black Economic Empowerment partners.

Heavy Mineral Sands mining (including ilmenite, monazite, rutile, and zircon) through Whale Head Minerals (Pty) Ltd, Alexander Bay, South Africa.

Kazera currently has a 70% direct beneficial interest in Whale Head Minerals together with the benefit of a loan facility entitling it to receive approximately £38m out of dividends from the other shareholders.

Tantalite mining in South-East Namibia (divestment in progress)

As announced on 20 December 2022, Kazera has agreed to dispose of African Tantalum (Pty) Ltd ("Aftan") for a cash consideration of US$13 million plus a debenture payment of 2.5% of the gross sales of produced lithium and tantalum for life-of-mine. Completion of the sale is subject to receipt of full consideration proceeds. Aftan has been deconsolidated from the Company's financial statements with effect from 4 January 2023 because in accordance with the terms of the sale agreement, it has relinquished control of the Aftan in favour of the purchaser, Hebei Xinjian Construction Close Corp ("Hebei Xinjian") with effect from that date. Kazera retains the right to cancel the transaction and retain all amounts paid to date in the event of default by Hebei Xinjian.

The Company will consider additional investment opportunities as appropriate, having regard to the Group's future cash flow requirements.

Forward Looking Statement

This press release contains certain "forward-looking information". All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are deemed forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions. Forward-looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realised or substantially realised, there can be no assurance that they will have the expected consequences to, or effects on the Company.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.