Jubilee Metals Group PLC

Registration number: 4459850

AIM share code: JLP

Altx share code: JBL

ISIN: GB0031852162

('Jubilee' or 'the Company' or 'the Group')

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Proposed conditional disposal of chrome and PGM operations

Further high-grade copper secured supported by equity issue

Jubilee, a diversified metals producer with operations in South Africa and Zambia, announces the receipt of a conditional binding offer from a private mining and metals trading company to acquire the Group's chrome and PGM operations in South Africa for a consideration of  up to US$90 million (Binding Offer). The Binding Offer is subject to a number of customary conditions including entering into final agreements (Definitive Agreements) and obtaining shareholder approval for any agreed transaction.

Under the terms of the Binding Offer, Jubilee will retain all current rights to the Tjate Platinum mining project offering Jubilee continued exposure to the potential upside of the PGM market, while focussing to further advance the Company's copper strategy in Zambia.

The Jubilee Board has reviewed the offer and recognises the value proposition of the Binding Offer. The Company is also reviewing its dividend policy to enable possible distributions to be made to shareholders in future. The Company will be providing further details to shareholders which will include a circular setting out detailed information on the proposed transaction.

Background and rationale

The chrome and PGM business has reached a high level of maturity, as an established processor of clients' and strategic partners' chrome ores. Further significant growth opportunities are limited, and mostly relate to co-investing into mining ventures requiring significant capital outlay.

The opportunities in Zambia, require a dedicated capital structure and management team. Disposing of the chrome and PGM business allows the Group to wholly focus its efforts on Zambia, where the directors believe there are material opportunities to deliver growth at the existing sites by expanding the portfolio of copper producing assets. Strong copper markets support higher earnings potential resulting in higher margins than that of chrome.

With the anticipated continuing expansion of the world's growth in electrification generally, renewable power and automotive applications, demand for copper is expected to remain high. Jubilee has demonstrated its ability to successfully recover copper from shallow, transitional reefs.

Recent trials confirm the Roan concentrator's capability to maintain a ROM feedstock run rate of between 35 000 to 40 000 tonnes per month (tpm) on the transitional reefs equating to 240 (at 35 000tpm throughput and min Cu grade) to 360tpm of Cu units (at 40 000tpm and targeted Cu grade).

At the Company's Munkoyo mining operations a mine rate of approximately 80 000tpm is ongoing, of which 3 500tpm of high-grade ROM in excess of 2.5% Cu (equivalent to 88TCu per month) is delivered to the Company's nearby Sable Refinery.

At Project G the mine is undergoing currently work to upgrade its resource and to complete the design of an open-pit expansion.

Jubilee recently continued to expand its near surface mining portfolio with the execution of two further agreements offering the exclusive right to perform its due diligence on these properties with the option to purchase the rights pending the outcome of the due diligence.

The introduction of the second tank-house at Sable in Q1 CY2026 will increase the capacity to approximately 14 000tpa which would accommodate the production from the modular units for both the nearby Munkoyo operation and Project G.

At the Large Waste Project, Jubilee has entered into negotiations with various parties to potentially invest into the construction of the targeted modular processing units for the Project.

The targeted companies offer more attractive investment terms under a partnership agreement approach than offered previously by the Abu Dhabi based invest firm, which is preferred by Jubilee and is also non-dilutive for shareholders.

The refinery expansion was delayed over the past quarter to prioritise investment into these mining operations and the completion of the processing trials at Roan. Completion of the Sable expansion is scheduled for Q1 CY2026.

Zambia holds additional potential opportunities which Jubilee seeks to secure. Jubilee's in country operational presence and processing know-how, positions Jubilee well to pursue these opportunities.

Leon Coetzer, CEO of Jubilee, commented:

"The Board has reviewed the terms of the offer and feel it is an opportune time to accept a fair value offer for the chrome and PGM operations at a time when the two segments of the Company are on markedly divergent paths.

After years of effort and investment, the South African business has reached a stage of maturity that would require a large capital outlay to achieve any step change in production going forward.

On the other hand, in Zambia, the potential capital returns and earnings growth offered from our exciting suite of assets could not be more evident. Execution of Jubilee's copper strategy has gained significant traction with Roan now fully operational and the near surface mining opportunities, such as Munkoyo and Project G, which offer significant growth opportunities.

The staggered nature of the proposed acquisition consideration, along with funds from the expected sales of non-core assets in Zambia, and project specific funding discussions, align with our future capital growth plans in the country."

Binding Offer

The proposed transaction will be conditional on, inter alia, shareholder approval, regulatory approval, satisfying any change of control requirements and entering into Definitive Agreements. The total consideration of up to US$90 million is payable through a combination of  cash upfront and deferred cash payments over an approximate 3 year period.

The Binding Offer includes a reciprocal break fee to both parties subject to the conclusion of certain pre-conditions. Further details of the proposed transaction will be provided in due course. Absa Corporate and Investment Bank, a division of Absa Bank Limited, was appointed as financial advisor to the proposed transaction.

Roan leach circuit commenced and increased high-grade copper ore secured

Jubilee also announces that the Company has concluded to commence with the addition of a refining step on the back end of the Roan facility to increase the copper recoverability which, holds the potential to significantly further enhance operating margins of the high-grade copper ROM feed. The Company has also opportunistically secured further high-grade copper run-of-mine (ROM) stockpile grading in excess of 1.7% Cu which is in addition to the long term supply agreement for Roan announced on 6 February 2025. The stockpile is located near the Roan operations and can commence processing immediately. 

Jubilee has agreed to part settle the consideration of US$3.1 million through the issuance of 74 698 795 new Jubilee ordinary shares (Shares) at a price of 4.15 pence per share (a 14% premium to the Jubilee closing share price of 3 June 2025). The shares are locked in for a period of 10 months following admission.

Admission and total voting rights

The Shares are expected to be admitted to trading on AIM and listed on the Altx of the JSE Limited on or around 11 June 2025 (Admission) and will rank pari passu with the ordinary shares of the Company in issue.

The Company's total issued capital, after the issue of the Shares, will be 3 146 295 996  ordinary shares. As the Company does not hold any shares in treasury, 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 following Admission.

5 June 2025

For further information visit www.jubileemetalsgroup.com, follow Jubilee on X (@Jubilee_Metals) or contact:

Jubilee Metals Group PLC 

Leon Coetzer (CEO)/Jonathan Morley-Kirk (FD)

Tel: +27 (0) 11 465 1913 / Tel: +44 (0) 7797 775546

Nominated Adviser - SPARK Advisory Partners Limited 

Andrew Emmott/James Keeshan 

Tel: +44 (0) 20 3368 3555 

PR & IR Adviser - Tavistock 

Jos Simson/Gareth Tredway

Tel: +44 (0) 207 920 3150 

Joint Broker - RBC Capital Markets

Farid Dadashev/Jamil Miah

Tel +44 (0) 20 7653 4000

Joint Broker - Zeus Capital

Harry Ansell/Katy Mitchell  

Tel: +44 (0) 20 7220 1670/+44 (0) 113 394 6618 

JSE Sponsor - Questco Corporate Advisory Proprietary Limited 

Alison McLaren

Tel: +27 63 482 3802

Financial Advisor to the proposed transaction

Absa Corporate and Investment Bank, a division of Absa Bank Limited

Craig Brewer

Tel: +27 83 303 0980