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.

Strategic Transaction to Accelerate Copper Growth

Jubilee, the integrated copper producer and resource developer in Zambia, is pleased to announce that it has received two binding offers for the outright acquisition of the Company's Large Waste Project (LWP) at a substantial premium to the original acquisition price of the LWP (Consideration) (Binding Offers).

In line with previous announcements and following a review of expressions of interest from several international firms, the Company shortlisted two potential companies to enter into exclusive negotiations. These negotiations have resulted in the receipt of Binding Offers from both companies (the Purchaser(s)). The Purchasers were selected based on the strength of their respective offers and their operational track record in Zambia. Jubilee will provide further detail on the transaction once the preferred Purchaser has been selected and definitive transaction agreements are concluded which are expected within the next two weeks.

In addition to the LWP, both Purchasers have expressed an interest in exploring broader strategic collaboration with Jubilee in Zambia, including the potential development of further waste assets near current Jubilee processing facilities, which are currently under evaluation by the Company.

The monetising of the LWP at a substantial premium to the original acquisition price, supports the accelerated investment by Jubilee into the growth of its existing Zambian operations offering lower-risk and a lower-capital pathway to achieving the Company's growth objectives such as the implementation of the on-site copper processing facility at the expanded Molefe Mine operations.

In respect of Jubilee's acquisition of the LWP, the Company also announces that, in accordance with the terms of the Large Waste Project Purchase Agreement and the rights afforded to the seller of the LWP, the seller has elected to receive the final US$5 million settlement consideration in new Jubilee ordinary shares (Shares) which concludes the acquisition of the LWP.

Highlights

§ The sale of the LWP forms part of a progressive derisking of the large growth portfolio prioritising accelerated capital funding into the expansion of existing operations which offers higher returns

§ The Consideration together with remaining cash proceeds from the sale of the South African operations and the sale of non-core waste assets (as previously announced), offer substantial cash inflows nearing US$100 million, strengthening the Company's balance sheet and offering accelerated investment into the continued expansion of the Zambian operations

§ The Binding Offers also offer the potential for further partnerships with the Purchaser within Zambia specifically looking to bring to value selected tailings and waste projects

Statement from Leon Coetzer, Jubilee CEO:

"The targeted transaction represents an important evolution of Jubilee's copper strategy and rationalising of its capital investment to prioritise leveraging off our established operating footprint in Zambia.

Our investment into defining the Large Waste Project has enabled us to attract binding offers for the asset at a substantial premium to the original purchase price, allowing us to redeploy the funds towards investment into the expansion of our existing operations such as our Molefe Mine operations which offers greater returns. The Large Waste Project is a Greenfields project and as such requires significantly higher capital at greater project execution risk. Our vision remains to transform the Molefe Mine into an integrated copper mining and processing hub, strengthening our long-term copper strategy while delivering a lower-risk, lower-capital pathway to growth and enhanced value for shareholders.

The combination of the proceeds from the disposal of the Large Waste Project together with the remaining proceeds from the previously announced sale of the South African operations, offer substantial cash inflows while retaining Jubilee's core Zambian mine-to-metals investments. This will strengthen our balance sheet and enhances financial flexibility to accelerate the implementation of our copper growths strategy.

The original LWP seller's election for final settlement in Jubilee shares reflects their confidence in Jubilee's copper strategy. The dilution caused by their election is offset by the significant premium on the sale of the asset."

Disposal of the Large Waste Project

The disposal of the Large Waste Project reflects Jubilee's disciplined approach to capital allocation. Rather than committing significant shareholder capital to the development of a new standalone processing operation, the Company has elected to monetise the asset and redeploy its financial and management resources towards projects capable of generating stronger returns by leveraging Jubilee's existing operational footprint in Zambia.

The Purchasers have successfully completed their initial due diligence which motivated the submission of the Binding Offers. The terms of both Binding Offers include an initial deposit payment due by 27 August 2026, granting the successful Purchaser up to 90-days (DD Period) to complete its final due diligence. Upon successful completion of the DD Period and issuance of a DD certificate, definitive agreements shall be executed within 10 days. The remaining balance is linked to instalments of up to 3 years, reflecting Jubilee's disciplined approach to capital allocation and its strategy of progressively de-risking its broader growth portfolio while prioritising investment into its existing integrated copper operation. The Company expects to provide further information within the near-term in-line with the adjustment in its portfolio as it targets accelerated growth in its current operations.

Separately, the Company announced on 3 April 2025, that it had secured the exclusive rights to the Large Waste Project for a reduced consideration. Under the terms of the Large Waste Project Purchase Agreement, the sellers elected to receive the final stage payment, to the value of US$5.0 million in Jubilee shares, subject to certain trading restrictions.

The selection by sellers to receive settlement in Jubilee shares of US$5.0 million (£3.8 million) through the issuance of 150 489 090 new Jubilee ordinary shares (Shares) at a price of 2.5 pence per Share (the Jubilee closing share price of 5 August 2026), represents 4.5% of the enlarged issued share capital.

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 14 August 2026 (Admission) and will rank pari passu with the ordinary shares of the Company in issue.

The Company's total issued share capital, after the issue of the Shares, will be 3 381 330 240 ordinary shares. The Company does not hold any shares in treasury, thus 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.

10 August 2026

For further information 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 - 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

About Jubilee Metals Group

Jubilee Metals, listed on AIM and the Altx of the JSE, is a copper producer focused on building a world-class integrated copper business in Zambia. The Company aims to reach 25 000 tonnes per annum of copper production by integrating exploration, mining, concentrating and refining through its three-pillar strategy, combining the Roan concentrator, the Sable refinery and regional mining assets and the Large Waste Rock Project. Led by an experienced team, Jubilee applies innovative technologies to transform previously underutilised materials into value while supporting circular resource use and strong environmental stewardship.

For further information, please visit www.jubileemetalsgroup.com and follow Jubilee on X at @Jubilee_Metals