LONDON, UK: Kazera Global plc has signed a definitive agreement to sell its 100% interest in African Tantalum (Proprietary) Limited to Hebei Xinjian Construction for cash consideration of USD13 million. This transaction supersedes the transaction announced on 20 July 2022.

Highlights

• The agreement comprises the sale of all the shares and associated loans in Aftan for cash consideration of USD13,000,000. Kazera will retain the right to receive a debenture payment equivalent to 2.5% of gross sales of produced Lithium & Tantalum for the life of the mine.
• Full operational control will pass to Xinjian on the effective transaction date, with 100% ownership of the shares only passing once Kazera has been paid in full for both the loan and the share sale expected by [DATE].
• This transaction represents the first successful realization of returns on a strategic investment made by Kazera. The strategic exit will allow Kazera to invest in its other projects, principally the exciting Heavy Mineral Sands opportunity in South Africa, without the need for additional capital raising.
• Management attention will now be freed up to focus on further strategic investment opportunities.
• Heavy Mineral Sands operation now in production with 2022 targets already comfortably met.

Dennis Edmonds, Kazera Chief Executive Officer, commented: “This is a hugely significant moment for Kazera, and I am very pleased to announce this sale delivering USD13m in cash to the Company. We have been working with Xinjian under the JV since July and are confident in their ability to progress the asset through its next development phase, whilst we retain exposure to its growing cash flow profile through the debenture stream.

This represents a real milestone for Kazera as the first realization of returns from an investment in line with our stated strategy as an investing company of building value in our investments whilst maintaining flexibility for opportunistic exit points. This strategic exit will also enable management to focus on our existing projects and further potential investments. We see major opportunities in the present environment and look forward to delivering sustainable growth to the benefit of all our stakeholders in the near term.

I would also like to thank our team in South Africa for their tremendous efforts in bringing Walviskop into production. The entire team recognises the significance of this project, not just to the Company, but also to the Richtersveld community, who have been incredibly supportive of Kazera and the project.”

Transaction overview

Kazera has entered into an agreement with Xinjian for Xinjian to acquire all shares and claims in Aftan for an aggregate consideration of USD13,000,000 comprised of purchase consideration for the sale of the shares in Aftan of USD3,642,207 and the repayment of the intercompany loan to Kazera of USD9,357,793. Payment of the full sums is as follows:

USD642,207 has already been paid by Xinjian, with USD500,000 to be received before the end of December 2022 and a further USD2,500,000 to be paid by the end of January 2023. The balance of USD9,357,793 will be payable in equal monthly instalments commencing in April 2023 and terminating in December 2023. Outstanding amounts will attract interest at a rate of 8% p.a.

Aftan is the holding company for Kazera’s interest in the Tantalum Valley Mine in Namibia. To the year ended 30 June 2022 Aftan reported a loss before tax of N$6,963,023.

When approached by Xinjian to consider the outright sale of Aftan in place of the previously announced investment, the Board of Kazera carefully considered the merits of an earlier than initially anticipated exit from this investment. It is the belief of the Board that this sale offers the opportunity to exit an investment for an attractive return and, more importantly, enables Kazera to invest in the Company’s Diamond and Mineral Sands projects, the latter which offers a tremendous cash flow profile and now without the need to raise additional capital. It also positions the Company to return value to shareholders, and the Board is examining options to enable this in the future. In addition, the sale removes the risks associated with the construction of a new processing plant and recommissioning the mine in the current uncertain market environment.

Update on Walviskop Heavy Mineral Sands project

In South Africa, the Company is pleased to announce that it has comfortably exceeded its target of producing 1,000 tons of bulk Heavy Mineral Sands at the Walviskop mine by the end of 2022, and has already built up a stockpile of almost 5,000 tons. Offtake discussions are well advanced with three different parties, all of whom have expressed interest in buying the bulk product with a view to entering into a contract in the future to purchase the product in the form of refined minerals, which attract a premium price.