Jubilee Metals Group PLC

Registration number: 4459850

AIM share code: JLP

Altx share code: JBL

ISIN: GB0031852162

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

Dissemination of a Regulatory Announcement that contains inside information according to UK Market Abuse Regulations. Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

Proposed sale of South African Chrome and PGM Operations

Notice of General Meeting

Jubilee, a diversified metals producer with operations in South Africa and Zambia, announces that it has today, issued an important circular regarding the proposed disposal of its Chrome and PGM Operations in South Africa for a purchase consideration of up to US$90 million (the "Transaction") to One Chrome (Pty) Ltd ("Purchaser"). The Transaction constitutes a fundamental change of business for the Company in accordance with AIM Rule 15 which requires that the Transaction be approved by Shareholders.

The Company also gives notice of a general meeting of shareholders to be held at 25 Ecclestone Place (The Auditorium), London, England, SW1W 9NF on 28 August 2025 at 11:00 a.m. (UK time), 12:00 noon (SA time), where the resolution to approve the Transaction will be proposed. The resolution will be proposed as an ordinary resolution. Shareholders should read the notice of general meeting at the end of the circular for the full text of the resolution and for further details about the general meeting.

The Directors consider that the resolution to be proposed is in the best interests of shareholders and the Company as a whole and unanimously recommends that shareholders vote in favour of the resolution, as they intend to do in respect of their own beneficial shareholdings.

Highlights

The circular, which includes financial information on the Transaction, can be found at https://jubileemetalsgroup.com/circulars/

Investor Meet Company Presentation

The Company will provide a live presentation via Investor Meet Company on 19 August 2025 at 11:00 am (UK time) and 12:00 noon (SA time).

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 18 August 2025, 09:00 am (UK time) and 10:00 am (SA time), or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet Jubilee Metals plc via: https://www.investormeetcompany.com/jubilee-metals-group-plc/register-investor

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

12 August 2025

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 - Zeus Capital

Harry Ansell/Katy Mitchell  

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

Joint Broker - Shard Capital Partners LLP

Erik Woolgar/Gareth Burchell

Tel +44 (0) 207 1869900 

JSE Sponsor - Questco Corporate Advisory Proprietary Limited 

Alison McLaren

Tel: +27 63 482 3802

Financial Adviser in relation to the Disposal

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

Craig Brewer

Tel: +27 83 303 0980

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Note:

Each of the times and dates in the above timetable are subject to change. If any of the above times or dates change, the revised times or dates will be notified to Shareholders by means of an announcement made through a Regulatory Information Service (as defined in the AIM Rules).

FURTHER INFORMATION

Defined terms used in this announcement have the same meaning as set out in the Definitions in the Circular.

1.    Introduction

Jubilee announced the receipt of an unsolicited offer on 5 June 2025, since when Jubilee and One Chrome have been working diligently to conclude the Sale Purchase Agreement and the Windsor Sale of Business Agreement, and to produce a Circular seeking Shareholders' approval for the Transaction.

If implemented, the Transaction will strategically reposition Jubilee within the copper sector which has significantly greater investor recognition and valuation multiples, supported by a well-defined peer group. Contrastingly, Jubilee's current chrome dominant processing and PGM tailings recovery operations exist in a segment which offers limited peer group evaluation benefits and is subjected to strong influence by demand dynamics from China.

Proceeds from the Transaction would substantially exceed Jubilee's short-term capital requirements to establish itself as a substantial and scalable copper producer, positioning the Company in an industry known for superior valuation metrics. Importantly, the Transaction is non-dilutive and creates the opportunity to accelerate a sustainable share buyback programme and/or implement a dividend policy, supported by a more stable, copper focused asset base.

The operating companies that are to be sold under the Transaction are all indirect subsidiaries of Jubilee through its wholly owned subsidiary Braemore Holdings (Mauritius) (Pty) Limited. The Transaction provides for all relevant employees to transfer with the subsidiaries to the Purchaser. Jubilee's Zambian operations and other non-operating companies in South Africa and Australia are excluded specifically from the Transaction.

The Transaction places a valuation on the Disposal Group of approximately US$146 million on an enterprise value basis, which represents a 6.0x multiple on the FY2024 EBITDA. The consideration to be received by Jubilee for the Disposal is up to US$90 million, of which US$87 million is due and payable and not subject to performance measures. The balance of US$3 million is subject to certain metal prices and exchange rate criteria.

If the Transaction is implemented, the Purchaser will assume c.US$56.8 million of loans and trade finance, which represents a substantial reduction in gearing and financing cost and will enable Jubilee to better manage its capital structure and financing strategy to support the continuing business in Zambia. Table 5 in paragraph 8 below provides an illustration of the effect of the Disposal on the Group's financial position as at 31 December 2024.

The Board is confident that the Disposal represents a compelling opportunity for the Company to realise value from its Chrome and PGM Operations and to redirect such realised value into the Company's Zambian copper business. The Company has not received any formal competing bids for its Chrome and PGM Operations. Additionally, transactions of this nature within the chrome and PGM industry for the acquisition of processing assets in the absence of  large underlying resources, are extremely limited with no material transactions recorded over the past five years. Zambia presents a highly attractive platform for growth underpinned by strong copper market dynamics, expanding resource potential and meaningful economic upside.

In view of the size of the Disposal Group relative to the size of the Company, the Transaction constitutes a fundamental change of business for the Company in accordance with AIM Rule 15. This requires that the Transaction be approved by Shareholders. Should the Transaction be approved by Shareholders, the Company will not become a cash shell and will not be required to complete an acquisition which constitutes a reverse takeover under the AIM Rules.

2.    Background

The Group owns and operates several chrome and PGM processing plants across the Western and Eastern Limbs of the Bushveld Complex in South Africa. All of the Chrome PGM Operations which form the Disposal Group are wholly owned, save for Braemore Precious Metals Refiners (Proprietary) Limited ("Refiners"), an indirect subsidiary of BHM in which Jubilee holds 73.75% of the issued share capital. Dr Phosa, chairperson of Jubilee South Africa and chairperson of the Board, holds the remaining 26.25% through Kgato Investments (Proprietary) Limited, and his interests remain unaffected by the Disposal.

Jubilee's Tjate platinum PGM exploration project located on the Eastern Limb of the Bushveld Complex in South Africa, is not included in the Disposal and in time the Board will consider how to unlock value from this resource.

The Company's Chrome and PGM Operations were established on the strength of its proven processing capabilities, enabling it to unlock value from chrome and PGM bearing materials that were viewed traditionally by the industry as uneconomical or too complex to process. Initially, the Company entered the market through toll processing agreements focused on the recovery of PGM ounces. Under these agreements, the Company processed chrome ore and tailings owned by third parties, returning the resulting chrome concentrate to the original owners while retaining the extracted PGMs.

Jubilee redefined what was regarded as economically viable and recoverable chrome ores leading to rapid growth of its processing footprint. Jubilee's strategy has been to move the Company towards longer-term profit-sharing partnership agreements with the owners of the chrome ores, to offer a more diversified income base of both chrome and PGMs. Jubilee's ability to process economically lower grade chrome ores resulted in rapid growth of its Chrome and PGM Operations reaching in excess of 1.65Mt of annual chrome concentrate during FY2025 and establishing firmly Jubilee as a primary chrome producer and becoming one of the top five chrome producers worldwide and producing PGM concentrate as a byproduct. This gradual move towards increasing exposure to both the chrome and PGM markets enabled Jubilee to react to the changing market dynamics with greater flexibility. This was demonstrated during FY2024 when Jubilee was able to re-prioritise its processing capacity to offset the impact of a sharp pull-back in PGM markets by further increasing the chrome production under these agreements, partnering on chrome ore extraction and selling the chrome concentrate product to share in the chrome revenue under the agreements.

The Company's H1 FY2025 revenue and earnings exposure demonstrates clearly this shift over the 2025 financial year, with chrome revenue accounting for 86% of the total first half revenue for FY2025 from of the Disposal Group. The Company is exposed predominantly to chrome rather than PGMs due to the comparative size of each operation. Furthermore a 1% movement in the chrome price is equivalent currently to an approximate 4.5% movement in the platinum price on the earnings potential of the Company at current operating cost assumptions (refer to paragraph 4 below for more information).

The Company has experienced significant metal prices fluctuations over the past twelve months which has been more pronounced since May 2025 with a significant increase in the PGM basket price of 33% versus a decrease in the chrome price of 11.4%. The estimated impact on earnings of such a metal price movement extrapolated over a 12-month period using the production guidance provided for FY2026, is illustrated in paragraph 4 below. The Company does not own or operate chrome or PGM mines but relies on sourcing chrome and PGM bearing run-of-mine materials.

The Chrome and PGM Operations have reached a high level of maturity on the back of a rapid expansion programme to transform the Company more towards chrome ore partnership agreements away from toll contracts, as well as the dependency of the PGM operations on sustained chrome ore feed. The Chrome and PGM Operations are reliant on the delivery of third-party chrome ore to the processing facilities under Jubilee's management. The PGM operations are not stand-alone businesses and are integrated into the chrome ore tolling and partnership supply agreements. Jubilee only has access to the PGM bearing materials as a byproduct from its processing of chrome ores.

3.    Operational overview of the Disposal Group

Jubilee's Chrome and PGM Operations process chrome ore delivered to its processing facilities, from which chrome concentrate is extracted first. The resulting tailings from this processing of chrome ore contain commercially extractable quantities of PGMs. In essence, this makes Jubilee primarily, a chrome concentrate producer, with the benefit of PGM production as a follow-on product. Jubilee owns and operates the Windsor chrome facilities and the Inyoni and OBB PGM processing facilities. In addition, Jubilee operates three Thutse processing units ("Thutse") in partnership with One Chrome. The three Thutse processing facilities combined make up a processing capacity of 130 000tpm of chrome ore.

Chrome ore supply is secured through a combination of short-term (2-3 yrs) toll agreements and medium term (+5 yrs) chrome ore partnership agreements. The Group's chrome toll agreements include two main agreements from a single chrome ore supplier which when combined, accounts for approximately 1Mt of produced chrome concentrate per annum through the Group's Windsor chrome and OBB chrome ore processing facilities. The OBB chrome and PGM processing facilities are situated adjacent to Jubilee's Inyoni PGM facility and chrome tailings from the OBB chrome processing facility are fed directly to the PGM facility. The Windsor chrome tailings are stockpiled and dewatered before being trucked to the Group's Inyoni PGM facility for processing. Any shortfall in utilised capacity at Inyoni is filled by the on-site historical tailings.

Shareholders will be aware, as announced on 21 July 2025, that the Company's OBB chrome ore supply and operating contract was not renewed. The contract contributed the equivalent of approximately 450 000tpa of chrome concentrate (based on FY2025). PGM tailings from the OBB processing facility will continue to be processed at the Inyoni PGM facility. The discontinuation of this chrome ore supply and operating contract will have a limited impact on the PGM production profile of Jubilee with initial interruptions expected in the PGM supply from the OBB facility as part of the operational handover over the coming two months. PGM feed supply to the Inyoni PGM facility stems predominantly from the tailings generated from the OBB facility and supplemented by PGM tailings from the Windsor operations as well as the existing PGM bearing feedstock in the historical chrome and PGM tailings at Inyoni. Jubilee holds a second tolling agreement with this specific ore feed supplier, producing in excess of 500 000tpa of chrome concentrate at its Windsor operations, which reaches maturity in February 2027.

This strategy to increase the Company's exposure to chrome ore partnership agreements has ensured a more diversified supply of chrome material as well as securing increased market exposure to chrome rather than PGMs alone. This strategy has assisted to boost greatly the Group's chrome earnings and offset the sharp decline in PGM prices in prior periods. The Thutse partnership agreement ("Thutse Agreement") is the largest, contributing approximately 75% of total chrome concentrate produced under the Company's chrome ore partnership agreements. Under the Thutse Agreement, Jubilee holds a 35% earnings share of total chrome earnings. Chrome ore is acquired from the Thutse mine and other third-party sources from which chrome concentrate is produced and sold to market.

Jubilee has in the past, under a joint venture agreement, accessed available PGM processing capacity at a facility near Inyoni to process suitable excess PGM stock held at its Windsor operations. This facility is currently fully utilised by the owner thereof, for the processing of higher value PGM run-of-mine material. PGM stock held at Inyoni requires a pre-treatment prior to processing and carrying value of this stock is recognised as long term inventory on the balance sheet and forms part of the NAV of the Disposal Group.

Jubilee is processing currently selected excess chrome and PGM containing material under a new joint venture agreement at the joint venture party's facilities in the Northern Limb of South Africa.

4.    Financial overview of the Disposal Group

The financial contribution of each of the segments of the Chrome and PGM Operations as demonstrated in the tables below, reflects the disproportionate growth in the chrome operations compared with the relatively constant PGM ounce production profile. During FY2025 annual chrome concentrate production reached in excess of 1.65Mt with PGM production ranging between 36 000 oz to 38 000 oz.

Chrome revenue is generated from the sale of chrome concentrate to the market under chrome ore partnership agreements or sold back to the owner of the chrome ore under the tolling agreements. PGM revenue is generated from the sale of the various metals comprising the PGM basket as per the offtake terms of the individual platinum group metals. On average platinum accounts for approximately 47% of the revenue per PGM oz, with approximately 77% of the basket value of a PGM oz being realised by Jubilee as net revenue, based on the contractual payable percentage per metal after accounting for refining charges and penalties.

The chrome revenue and earnings growth from FY2024, as can be seen in Table 1 below, has overtaken the PGM revenue and earnings by a considerable margin reflecting the Company's exposure and reliance on chrome as the fundamental business driver. Chrome revenue accounted for 86% of the Chrome and PGM Operations for the half year ending December 2024 with chrome contributing 82% of EBITDA over the same period. Chrome accounted for 100% of the Disposal Group earnings with PGM dipping into negative earnings for both FY2024 and H1 FY2025 due to the prevailing PGM prices at the time.

Over the past year Jubilee has seen large fluctuations in the price of chrome. For the period May to July 2025, the chrome price has depreciated by approximately 11.4% which has been largely offset by platinum prices that have appreciated by nearly 33% over the same period (post July 2025 the chrome price remained at its current levels while the platinum price depreciated by 9.0%). Given the nature of its business, Jubilee's chrome margins in South Africa are low which is typical of a processing and tolling company and reflects the processing nature of the business.

The Group's earnings sensitivity has pivoted to a point where a 1% movement in chrome price is the equivalent to a 4.5% movement in PGM prices, at current operating cost assumptions. This ratio is also evident be even a modest increase in operating costs; for example, an 8% increase in costs both PGM and chrome would result in a 1% movement in chrome prices becoming the equivalent of an 8% movement in PGM prices.

Table 1 sets out the revenue and earnings history of the Chrome and PGM Operations for the past three audited financial years and unaudited six months to December 2024. All tax losses for the Disposal Group have been fully utilised up to 30 June 2025.

Table 1: Disposal Group revenue and earnings history (unaudited)

The FY2026 operational financial projections for the Disposal Group are presented below by assuming the spot metal prices as of 22 July 2025 (increase in the PGM basket price of 35.2% and a 2.6% decrease in the chrome price when compared to the average metal prices for FY2025 (Table 2 below)) and applying a modest 8% increase in operating cost to the production guidance announced.

Based on the assumptions, the PGM division suggests an increase in incremental EBITDA when compared with the FY2025 metal prices of between US$7.55 million and US$8.40 million (Table 3 below). The chrome division projects a decrease in incremental EBITDA of between US$7.91 million and US$9.01 million with the overall Group incremental EBITDA impact being marginally negative, ranging from a loss of US$0.35 million to US$0.61 million. These illustrative numbers serve to indicate the interdependence of the operations and the dominance of the chrome financial numbers on the Disposal Group results. Tables 2 and 3 below are for illustrative purposes only.

Table 2: Chrome and PGM prices

Table 3: FY2026 Disposal Group incremental EBITDA analysis (Unaudited)

Key Assumptions

·      FY2025 average PGM basket price US$1 425/oz used as the base

·      PGM spot prices from 22 July 2025 used for comparison US$1 927/oz

·      FY2025 average 40/42 CIF chrome price US$272/t used as the base

·      Chrome spot price from 22 July 2025 used for comparison US$265/t

·      Only attributable chrome and PGM production is used in this illustration

·      8% inflation applied to operational costs for both chrome and PGM

·      Profit sharing and contractual JV terms applied where relevant

The Purchase Consideration offered by One Chrome recognises the value inherent in Jubilee's processing expertise, which has been reflected in Jubilee's audited financial statements for FY2024 and H1 FY2025. Accordingly, the Transaction value has been set at approximately the level of the NAV attributable to the Disposal Group. Table 4 below sets out the attributable NAV of the Disposal Group for the past three audited financial years and unaudited six months to 31 December 2024. The unaudited NAV number for H1 FY2025, speaks to the growth in chrome operations. The most recent NAV as at 31 December 2024 was US$90.6 million of which 23% relates to intangible assets comprising technical know how and processing capabilities.

 Table 4: Disposal Group historical net asset value (unaudited)

At a guaranteed range of US$87 - US$90 million of proceeds, the Transaction offers the potential to fully monetise the NAV of the Chrome and PGM operations. The Purchase Consideration is subject to adjustment in the event that the audited financial results for the Disposal Group for the year ended 30 Jue 2025 show a NAV of less than US$90 million (refer to paragraph 6 below).

5.    Rationale for the Disposal

The Board recognises that there are limited avenues for meaningful growth of Jubilee's business in South Africa and that market risks persist around the security of chrome ore supply. Despite the scale of the Group's operations, being one of the top five chrome producers globally, most of the growth potential has been realised. Further significant growth opportunities are very limited and would require significant capital outlay to acquire chrome processing mines. In essence, the Purchaser has made the decision to capture more value in the ground, by pursuing a fully integrated chrome strategy through the purchase of Jubilee's South African processing facilities in order to increase its operational footprint and deepen vertical integration, enhancing its competitiveness.

As a pure processor of third-party chrome materials, Jubilee does not own any chrome mining resources or mining operations in South Africa and instead is reliant on toll processing and partnership for the supply of material to its processing facilities.

Jubilee's Chrome and PGM Operations have reached a pivotal point requiring the Board to make a decision:

·      To continue as a pure processer of third-party ore which is faced with the likely prospects of reducing margins due to the escalating costs to secure third-party chrome ore with now direct ability to influence this cost or control the efficiency of the supply. This is within an increasingly competitive market as resource owners seek to secure the processing benefit to capture more value from their mined chrome ore and in turn lower their respective costs of production; or

·      Pursue the limited opportunities to acquire chrome mines for considerable capital, to secure future supply of chrome ores and sustain its chrome and PGM processing footprint. Such an investment pursuit must be evaluated against the capital risk, fundamentals of the chrome market and the jurisdictional uncertainty of South Africa; or

·      The sale for full value of the Chrome and PGM Operations to redirect investment into a more favourable metals market such as copper, supported by an existing investment and operational portfolio offering significant potential growth opportunities. The integration and interdependency of the Chrome and PGM Operations does not offer the opportunity to pursue a separate sale of the two divisions.

Jubilee is a processing company that processes chrome and PGM bearing material. It does not own any mining resources or mining operations in South Africa other than its Tjate platinum PGM exploration project. Further operational growth would require access to mines and resources, chrome ore feed supply on commercially viable terms. Any attempt to expand materially either production or expand margins would require significant capital outlay. The financial overview of the Disposal Group in paragraph 4 above illustrates the sensitivity of the Chrome and PGM Operations to cost escalations which is typical of a pure processing company. This is exacerbated by the escalating cost of chrome ore in a market where the supply and demand fundamentals are skewed by the dominance of the China based ferrochrome industry. The increased number of processing entrants in the market and resultant competition for chrome ore has resulted in a decoupling of the chrome ore price from underlying chrome prices. This decoupling can be countered by direct ownership of the chrome ore through the acquisition of chrome mines such as Thutse.

The Purchaser recognises the value of the formation of a fully integrated chrome producer through a combination of its chrome mines (including of its interest in the Thutse mine), with the processing footprint and expertise of Jubilee's Chrome and PGM Operations. The Thutse mine accounts for approximately 75% of total third-party run-of-mine chrome ore under partnership agreements, supplied to the processing facilities managed and owned by Jubilee.

Chrome markets, pricing and demands are dominated by China, which remain opaque and volatile. A lack of forward curves and/or hedging tools makes planning difficult, reducing margin visibility and portfolio quality. Contrastingly, the copper market offers Jubilee exposure to one which is highly liquid, with real time pricing offered by LME and COMEX exchanges.

Despite seeing a recent increase in PGM prices, the average PGM basket price received, decreased during FY2024 by 20.1% to US$1 009/oz which further motivated the Company's investment into chrome production to offset the impact of the reduction in the PGM basket price. The longer-term outlook for the basket price remains uncertain, given the continued rise of electric vehicles within the overall motor vehicle market and a maturing market in combustion engine cars which are a key demand source for auto catalysts in which PGMs are a large component. A weaker US$ against the ZAR also has a significant impact on the net realised chrome and PGM operating earnings due to a large ZAR component of cost.

The current appreciation in PGM prices is thought to have been driven by a combination of short-term market dynamics and investor sentiment shifts, rather than broad-based structural demand growth alone. While platinum prices have shown recent strength, following a prolonged period of stagnation, the broader PGM basket, comprising platinum, palladium, and rhodium, has seen only a partial recovery, with palladium and rhodium prices remaining significantly below prior highs. Whether this recent price rally will be sustained is uncertain, this upward momentum already showing signs of stagnation. If maintained, it offers the potential for the Company to remarket its Tjate PGM asset which remains a large PGM resource.

Capital structure

The Group's South African revolving credit facility of US$16.3 million and its South African metal trade finance facilities totalling approximately US$40.5 million, both fully drawn currently, totalling US$56.8 million, will be assumed by the Purchaser as part of the Transaction.

The combination of the cash received in the form of consideration and reduced gearing will strengthen substantially the Group's balance sheet. Table 5 below illustrates the effect of the Disposal on the Group's financial position, showing a reduction in the Group's total liabilities, current and non-current, from c.US$184 million to c.US$71 million, and total debt reducing from c.US$84 million to c.US$ 31 million, as at 31 December 2024, representing a reduction in debt-to-equity ratio from 35% to 13% (refer to table 5 below). This strengthening of the balance sheet will better enable the Group to support growth in the ongoing Zambia copper business and to deliver value to shareholders.

Zambian opportunity and potential

Jubilee has invested significantly in its copper business in Zambia. The development and execution of its copper strategy in Zambia has been shaped by the successful implementation of its Chrome and PGM Operations in South Africa evidencing sustained growth and security of long-term feed supply.

As communicated to shareholders, in Zambia, Jubilee has overcome several infrastructural challenges and power constraints over the past period. Through continued investment Jubilee's Roan concentrator has reached a point of stable production of copper metal from mainly third-party resources while it is developing its mining projects Munkoyo and Project G, placing the Company on an exceptional platform from where it is able to now roll out and implement its integrated metals strategy.

Jubilee's copper strategy has leveraged experiences and expertise from its South African processing business. Whilst the Company's South African operations are reliant on third party feed supply, Jubilee has acquired extensive copper resources in Zambia and developed a three-pillar diversified platform on the back of its growing presence in Zambia, with significant growth potential that includes:

(i)    Integrated mine-to-metals business: Jubilee's Sable refinery (Sable) together with its nearby Munkoyo open-pit copper mine (Munkoyo) and Project G. In addition, Jubilee has secured extensive further exploration rights.

·      Munkoyo and Project G are being developed to be the anchor source of copper material for cathode production at Sable.

·      Further large-scale exploration properties secured to expand Jubilee's copper resource base.

·      Munkoyo is a series of nine open-pits. Resource drilling is underway to establish the potential of combining these pits into one large open-pit operation offering greater flexibility and scale.

(ii)   Processing of third-party copper feedstock: Jubilee's Roan concentrator (Roan).

·      The upgraded Roan is fully operational reaching 384 tonnes of copper units for the month of July 2025 alone, proving the sustainability of the new upgraded processing solution.

·      Roan concentrator produces copper concentrate from non-traditional feedstocks. Copper sulphide concentrates are being sold into the market and copper oxide concentrates are refined at Sable.

·      Dedicated copper leaching circuit targeted to enhance copper margins and recoveries and avoid reliance on the Sable's leaching and refining capacity.

(iii)  Processing of Jubilee acquired surface stockpiles and tailings dumps: Jubilee's rights to the Large Waste Tailings dump which contains in excess of 240Mt is the priority asset.

·      Completed a review of total surface stock portfolio to rank vast surface resource portfolio based on potential returns offered and ease of implementation.

·      Monetisation programme underway to sell lowest ranking non-core tailings assets with approximately US$18 million deal value already transacted over the past six months.

Shareholders are also referred to the announcement dated 6 August 2025.

Unlike chrome that is a physically traded metal, copper is traded through a more transparent market as recorded on the various metal exchanges such as the London Metals Exchange. Copper fundamentals are well supported with a positive long-term outlook based on supply concerns and its growing role in the energy transition.

The Disposal provides Jubilee with the ability to focus its efforts and resources on its copper portfolio in Zambia, which it believes offers greater potential for growth, operational, jurisdictional and economic upside. It further allows the Company to reallocate strategically resources from a low-growth and capital-intensive business in South Africa to a focused presence in Zambia that has a large resource base, high growth potential and offers greater commodity liquidity within the copper market.

Divesting in South Africa removes a considerable amount of jurisdictional risk. South Africa's real GDP growth decelerated from 1.9% in 2022 to 0.6% in 2023, due to persistent electricity shortages, transport sector constraints and lower international prices for gold and PGM. Added to this is a challenging outlook for South Africa with GDP growth only 0.6% in CY2024 and according to the International Monetary Fund, real GDP growth will reach just 1.5% in 2025. In addition, there are considerable risks associated with electricity supply, transport bottlenecks and fiscal vulnerabilities arising from bailouts of state-owned enterprises.

The outlook for Zambia is more positive. According to the IMF, growth momentum is expected to continue in 2025, with real GDP growth projected at 5.8%. Economic activity would be supported by a rebound in agricultural output, increased copper production, and a gradual recovery in electricity generation. The IMF expects economic growth of 6.4% in 2026.

From a copper demand perspective, the International Copper Study Group noted that global usage is expected to continue to be supported by improvements in manufacturing activity in some of the key copper end-use sectors, continued demand from energy transition, urbanisation, digitalisation (data centres) and the development of new production capacity in India and a number of other countries.

The Board recognises that infrastructure challenges, particularly relating to power and water availability, have impacted mining operations across the country in recent periods due to drought and grid constraints. However, Jubilee has proactively incorporated these considerations into its project planning and is engaging with both government stakeholders and independent power providers to implement sustainable energy and water solutions. The Group is also assessing on-site power generation and water efficiency technologies to mitigate operational risks and ensure continuity of production.

The Company believes achieving value for its Chrome and PGM Operations now, provides the best outcome available to Shareholders, providing upfront and guaranteed capital for the business and reducing the risks associated with achieving a continued positive return from these assets in the years ahead. Beyond security of ore supply, these risks as a processor of third-party materials, include, commodity price volatility, currency risk, continued uncertainty in South Africa around infrastructure and supply of services such as electricity, and the high levels of working capital and trade debt required to operate the scale of the South African business.

Potential for dividends and share buybacks

The Board believes that by successfully deploying the proceeds of the Disposal in the opportunities presented by copper mining and processing in Zambia, the Group will be on a pathway to sustained growth and profitability, and in the future to making distributions to shareholders by way of dividends and/or share buybacks. Zambia will remain in a growth phase for the next few years and will require, inter alia, capital from the proceeds of the Disposal, from normal trade finance sources and ongoing operating cashflows to achieve that growth. The Board further believes that in due course the opportunities in Zambia have the potential to create a profitable and cash generative business, capable of delivering value to shareholders through capital growth and returns by way of dividends and/or share buybacks.

6.    Terms of the Disposal

6.1  Purchase Consideration

The Purchase Consideration of up to US$90 million is payable by One Chrome to BHM pursuant to the Sale Agreement, as follows:

(i)    Cash payments of US$25 million payable as follows:

·      an Advance Payment of US$15 million shall be paid to BHM on the Signature Date provided that, should all the Conditions (Suspensive Conditions) to the Sale Agreement not have been fulfilled by 31 December 2025 or such later date as agreed to by the Parties, the Advance Payment shall be refunded to the Purchaser in full within five (5) days after the date of 31 December 2025 or such date as agreed to by the Parties; and

·      an amount of US$10 million shall be paid by no later than two (2) Business Days after the Completion Date.

(ii)   Deferred Payments of US$50 million payable as follows:

·   a minimum deferred payment of US$15 million shall be paid by no later than the first anniversary of the Completion Date; and

·    further minimum annual deferred payments of US$10 million shall be made following each subsequent anniversary of the Completion Date, until the maximum deferred payments of US$50 million have been settled in full.

The annual deferred payments will be accelerated by US$5/t for each tonne of chrome concentrate production exceeding 1.5 million tonnes and by US$70/oz for each ounce of PGM production exceeding 36 000 ounces.

(iii)  A minimum Royalty of US$12 million up to a maximum of US$15 million shall be payable by One Chrome to BHM, subject to fulfilment of certain royalty related conditions (Royalty Conditions) namely:

·      One Chrome will pay US$3.50 cents per ton of chrome concentrate produced by the Disposal Group, on condition that the Disposal Group has met certain commodity price and exchange rate performance criteria. These targets must be confirmed by the Disposal Group appointed Auditor for each 12-month period;

·     the Royalty payments shall be made by One Chrome to BHM within 10 days after the completion of the calculation, until the maximum Royalty of up to US$15 million has been achieved; and

·     if the Royalty Conditions have not been fully or partially fulfilled and aggregate Royalty payments of less than US$12 million have been made throughout the Deferred Payment period referred to in paragraph (ii) above, the difference between US$12 million and the payments made up to such date, will be paid by One Chrome pro-rata over a further deferred period of two-years, in equal instalments.

The Purchase Consideration was calculated with reference to the NAV of the Disposal Group which shall be at least US$90 million as at 30 June 2025 as certified in the Auditors Certificate certifying the NAV as at 30 June 2025 having reference to the Audited Accounts for FY2025.

6.2  Suspensive Conditions

Completion is subject to the following Suspensive Conditions being satisfied or waived in accordance with the Sale Agreement.

·      Approval of the South African Competition Commission Tribunal under the Competition Act;

·      Approval of the South African Reserve Bank to the extent required;

·      Consent of any financiers of the companies within the Disposal Group to the extent that such consent is required in respect of a change of control of the Disposal Group that will occur pursuant to the Disposal;

·      Passing of shareholders' resolutions on the part of Jubilee and One Chrome approving the Disposal;

·      Passing of a shareholders' special resolution on the part of BHM approving the Disposal; and

·      Execution and implementation of the SOB.

6.3  Security

The Deferred Payment is secured by the Purchaser through a pledge over 49% of the issued capital of JMG SA Holdings to be held in escrow by BHM's nominated attorneys. The Share Pledge shall be reduced proportionally on each occasion that the Purchaser makes a Deferred Payment, provided that at all times until the Deferred Payment has been reduced to zero, the Share Pledge shall not at any time fall below 25.1% of the JMG SA Holdings' ordinary shares. To ensure enforceability, Jubilee has secured step-in-rights over the pledged shares.

6.4  Termination and Break Fee

If the Suspensive Conditions to the Sale Agreement are not satisfied or waived by 31 December 2025 then the Sale Agreement may be terminated by the party entitled to the benefit of the Suspensive Condition not satisfied or waived or by either BHM, One Chrome or Jubilee. The Advance Payment shall be refunded to the Purchaser in full within five (5) days after the termination date of the Sale Agreement.

The Sale Agreement provides for a reciprocal break fee of US$900 000, in the event that the Disposal does not proceed as intended, due to the fault of either BHM or One Chrome or any material act or omission attributable to it.

6.5  Adjustment

The Purchase Consideration was calculated based on BHM's representation and warranty that as at 30 June 2025, the NAV of the Disposal Group shall be at least US$90 million. If the NAV is below US$90 million, then the Purchase Consideration shall be reduced by US$1 for every US$1 that the NAV is below US$90 million.

6.6  Warranties and indemnities

The Sale Agreement contains certain customary representations, warranties and indemnities and is subject to customary limitations and exclusions. Warranties were given subject to detailed disclosures made by BHM.

7.    Use of Proceeds

The use of proceeds from the payment consideration, net of transaction costs, will together with existing resources and operating cash flows, be employed to reduce existing bank facilities of up to US$8.3 million to allow Jubilee to restructure its funding to better align with the Company's copper strategy post the Disposal. The main use of the proceeds will be towards the development and implementation of Jubilee's copper strategy, and more specifically the following projects:

(i)    Munkoyo Operations

Funding of the implementation of the optimised open pit mining solution as well as the implementation of the on-site processing solution. Munkoyo resource is currently being drilled in partnership with a mining and geological firm which will be used to inform the final designs.

(ii)   Project G

Implementation of a more detailed exploration program to better inform optimal open pit design and completion of the on-site ore upgrade facility prior to refining at Sable Refinery

(iii)  Sable Refinery Expansion

The expansion of the Sable refinery to meet the capacity demands from both the expanded Munkoyo and Project G  operations.

(iv)  Roan concentrator

Roan is an independent processing facility that produces both copper oxide and copper sulphide concentrate from waste, tailings, and previously mined material. The copper sulphide concentrate is sold via off-take agreements and the copper oxide concentrate is delivered to Sable for the production of copper cathode. The Company targets to install a copper refining stage at Roan to offer greater flexibility and further enhance margins. The refining step will also seek to recover the copper lost in the super fine fraction.

(v)   Large Waste Project

The Company has prioritised the Large Waste project (in excess of 240 million tonnes). Jubilee is looking to roll out a series of 25 000tpm modular processing units on-site, based on the design implemented at Roan. The Company targets to achieve 5 000tpa of copper units through the initial rollout of modular processing units.

8.    Illustration of the impact of the Disposal on the Group's financial position

The financial information below is unaudited and provides an illustration of the net assets of the Group on the basis set out in the notes to show the effect of the Transaction as if it had occurred on 31 December 2024. 

This information has been prepared for illustrative purposes only and, by its nature, addresses a hypothetical situation and does not, therefore, represent the Group's actual financial position or results. Such information may not, therefore, give a true picture of the Group's financial position or results nor is it indicative of the results that may or may not be expected to be achieved in the future.

The illustrative statement of financial position is based on the unaudited statement of financial position of the Group as at 31 December 2024 and of the Disposal Group at the same date. No adjustments have been made to take account of trading, expenditure or other movements subsequent to 31 December 2024, being the date of the last published historical financial information of the Group. Unaudited Pro Forma Financial Information does not constitute financial statements within the meaning of section 434 of the Companies Act.

Table 5: Unaudited illustrative statement of financial position as at 31 December 2024

Notes:

The illustrative statement of financial position has been prepared on the following basis:

1.     The unaudited statement of financial position of the Group as at 31 December 2024 has been extracted without material adjustment from the unaudited interim financial statements of the Group.

2.     The unaudited statement of financial position of the Disposal Group as at 31 December 2024 has been extracted without material adjustment from the unaudited management accounts.

3.     Assumes the deferred consideration is received in full.

9.    AIM Rule 15

In view of the size of the Disposal Group relative to the existing size of the Company, the Disposal constitutes a fundamental change of business for the Company in accordance with Rule 15 of the AIM Rules. As such, it is a requirement of the AIM Rules that the Disposal be approved by Shareholders at a general meeting of the Company. The Disposal is therefore conditional on the approval of the Resolution set out in the Notice of General Meeting.

Following Completion, the Company will continue to own, control and conduct trading businesses, activities and assets and will not therefore become an AIM Rule 15 cash shell and as such will not be required to make an acquisition or acquisitions which constitutes a reverse takeover under Rule 14 of the AIM Rules.

10.  Action to be taken

The Disposal is conditional upon the terms of the Sale Agreements summarised in paragraph 6 above, and include approval by the Shareholders of the resolutions at the General Meeting.

Full details of how to vote on the Resolution are set out in paragraph 10 of Part B of the Circular.

11.  Letters of support

The Board has received letters of support from a number of institutional Shareholders representing in aggregate, approximately 30.42% of the issued share capital of the Company, to vote in favour of the Resolution.

12.  Recommendation

The Board considers that the Resolution to be proposed is in the best interests of Shareholders and the Company as a whole and unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial shareholdings, which amount in aggregate to 4 150 194 Ordinary Shares, representing approximately 0.13 % of the issued share capital of the Company.