Market Abuse Regulation ("MAR") Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. 

29 March 2022

Bushveld Minerals Limited

("Bushveld Minerals" "Bushveld" or the "Company")

Update on the VRFB Holdings Limited ("VRFB-H") investment by Mustang Energy Plc ("Mustang")

Bushveld Minerals Limited (AIM: BMN), the AIM-quoted, integrated primary vanadium producer and energy storage solutions provider, with ownership of high-grade assets in South Africa, hereby provides a further update, following the announcement on 25 March 2022.

1.   Bushveld, Mustang, VRFB-H, Bushveld Energy Limited and Acacia Resources Limited entered into an Amendment Deed relating to the Investment Agreement dated 26 April 2021 and as amended and restated on 18 January 2022, in terms of which the date by which the Mustang CLNs noteholders must exercise of the Backstop arrangement was extended to five business days of 31 July 2022 (if Mustang is not readmitted to listing and trading on the Standard List of the London Stock Exchange ("LSE") by 31 July 2022);

2.   Bushveld issued a convertible loan note ("BMN CLNs") to Primorus Investments Plc ("Primorus") on 28 March 2022 pursuant to the previously announced Backstop arrangement with Primorus and Mustang. The conversion mechanism for the BMN CLN was set out in the Company's announcement on 19 January 2022 and the relevant supplementary details are as follows:

·      The nominal amount of the BMN CLNs is £1,208,988, being the nominal value of the Mustang CLNs issued to Primorus of US$1.5 million plus interest accrued thereon as at 28 March 2022 of US$136,849.32 (being an aggregate amount of US$1,636.849.32), converted at an exchange rate of US$1.3539/GBP;

·      Unless previously redeemed by the Company, and subject to a conversion notice being received by the Company at least three business days prior to the relevant conversion date, a tranche consisting of one sixth of the aggregate amount of the BMN CLNs may be converted by Primorus into BMN shares at any time within a conversion period (the six conversion periods being: 28 February 2022 to 14 April 2022; 15 April 2022 to 14 July 2022; 15 July 2022 to 14 October 2022; 15 October 2022 to 16 January 2023; 17 January 2023 to 14 April 2023;15 April 2023 to 14 July 2023) at a conversion price of £0.098987, being the volume weighted average price of a share as shown on Bloomberg over the 20 trading days prior to (and excluding) 28 February 2022.

3.   Mustang has cancelled the Mustang CLNs issued to Primorus on 26 April 2021 and issued US$1,500,000 10 per cent convertible loan notes to Bushveld, subject to and with the benefit of the provisions contained in the Loan Note Instrument entered into by Mustang on 26 April 2021 as amended and restated on 18 January 2022 and as further amended and restated between Mustang and the CLNs noteholders on 28 March 2022. The conversion price of the Mustang CLNs is £0.18; and

4.   Mustang will pay Bushveld a Backstop Fee of US$32,737

Fortune Mojapelo, CEO of Bushveld Minerals Limited, commented: 

"The investment by Mustang into VRFB-H was part of the Company's strategy to leverage its relationships and capital through VRFB-H's in support of Enerox Holdings Limited's ("EHL") capital requirements.

Mustang could not proceed with preparation and issuing of the required prospectus in terms of the LSE until the litigation, initiated by VRFB-H's partner in EHL, had been resolved, necessitating the extension of the deadline by which Mustang is to issue its prospectus in respect of its investment into VRFB-H. As previously reported this litigation has now been resolved.  

I am pleased with the vote of confidence shown by the Mustang investors to extend the deadline for the publication of the Mustang prospectus to 31 July 2022. The decision of Primorus, one of the four investors into Mustang, to exercise the Backstop arrangement is noted and respected. We are appreciative of the agreement to receiving the BMN CLN in return for its Mustang CLN. The BMN CLN has been designed to limit any potential overhang on the BMN share price by structuring any conversion in six equal tranches over a period of 18 months."

ENDS

Enquiries: [email protected]

ABOUT BUSHVELD MINERALS LIMITED

Bushveld Minerals is a low-cost, vertically integrated primary vanadium producer. It is one of only three operating primary vanadium producers, owning 2 of the world's 4 operating primary vanadium processing facilities. In 2021, the Company produced 3,592 mtV, representing approximately three per cent of the global vanadium market. With a diversified vanadium product portfolio serving the needs of the steel, energy and chemical sectors, the Company participates in the entire vanadium value chain through its two main pillars: Bushveld Vanadium, which mines and processes vanadium ore; and Bushveld Energy, an energy storage solutions provider. Bushveld Vanadium is targeting to materially grow its vanadium production and achieve an annualised steady state production run rate of between 5,000 mtVp.a. and 5,400 mtVp.a by the end of 2022, from projects currently being implemented. Beyond that, pre-feasibility studies are in progress to determine the optimal path to increase production even further to a steady state production run rate of between 6,400 mtVp.a. and 6,800 mtVp.a. in the medium-term and to a steady state production run rate of 8,400 mtVp.a in the long term.

Bushveld Energy is focused on developing and promoting the role of vanadium in the growing global energy storage market through the advancement of vanadium-based energy storage systems, specifically Vanadium Redox Flow Batteries ("VRFBs").

Detailed information on the Company and progress to date can be accessed on the website www.bushveldminerals.com 

ABOUT BUSHVELD ENERGY LIMITED

Bushveld Energy is a leading energy storage solutions provider, focusing on the African market. Bushveld Energy recognises that the requirement for electricity in Africa touches on both the paramount potential for social transformation and an immense commercial opportunity.

Bushveld Energy is focused on developing and promoting the role of vanadium in the growing global energy storage market through application in vanadium redox flow batteries ("VRFB"). Its near-term strategy is to deploy several VRFB systems as part of its longer term vision to become a significant electricity storage provider in Africa, meeting the demand for utility scale energy storage in Africa by leveraging South Africa-mined and beneficiated vanadium. Bushveld Energy's business model embraces a number of activities along the VRFB value chain, including electrolyte manufacturing, investment in VRFB manufacturing, battery deployment and project development. 

http://www.bushveldenergy.com

ABOUT MUSTANG ENERGY

Mustang Energy PLC is a Special Purpose Acquisition Company (SPAC), whose shares are listed on the Standard List of the Main Market of the London Stock Exchange, which intends to utilise its strong management experience and strategic relationship with Acacia Resources Limited, the Company's largest shareholder, to acquire interests in energy storage and stationary battery assets.

http://www.mustangplc.com/