24 February 2025

Xtract Resources Plc

("Xtract" or the "Company")

 Addendum to Manica agreement

The Board of Xtract Resources Plc ("Xtract" or the "Company") announce that they have agreed with MMP, and parties related to MMP, the buyers of the Manica project ("Buyers"), to reschedule the US$3m balloon payment due on or before 1 March 2027 as well as the additional deferred payments connected with the decision to build a sulphide orebody plant both as set out in the share purchase agreement announced on 24 January 2024 ("Share Purchase Agreement"). The rescheduling of the balloon and deferred payments does not affect the total amount due to be paid by the Buyers, which remains unchanged. To date, the Company has received all of the consideration due to be paid by the Buyers amounting to US$3m in aggregate.

Colin Bird, Executive Chairman of Xtract, commented

"We have concluded discussions with the Buyers around their concerns with the pressure the future payment schedule would present to their current operations. The current mining is of oxide ore and due to the nature of the ore body the ore being mined will transition between oxides and sulphides, thus reducing overall recovery and profitability. The Buyers have confirmed the operation continues with the available oxides and is producing satisfactory returns on investment. During the process of designing the sulphide plant flowsheet, the Buyers have acquired additional sulphide projects in the adjacent area and the different metallurgical characteristics of these may affect the overall design of the sulphide plant. As a result of this the Buyers have asked that the payment schedule be amended to allow time for final ore testing leading to final sulphide plant design. Xtract is very familiar with the changing nature of the ore body at Manica and the effect this can have on the plant design.  The Board have agreed to the Vendor's request, to revise the scheduling of the balloon and deferred payments on the basis that this will assist with a smooth transition from oxide to sulphide mining and a revised oxide mining plan which will ensure continuity of operations and maintain a stable working environment at Manica the cashflow from which is being used to pay Xtract."

Addendum To Share Purchase Agreement ("Agreement")

Under the restated terms of the Agreement in relation to the payment of the Price and Deferred Consideration, Xtract and the Buyers have agreed the following amendments. Unless indicated to the contrary all defined terms have the meanings given to them in the Company's announcement on 24 January 2024.

1.   Price

The total purchase price for the sale of the Shares and the Current Subsidiaries Shares, and the assignment of the Xtract Loans payable by the Buyers to the Seller in cash in the proportions remains unchanged at US$12,000,000 ("Price"), to be paid as follows:

·    US$9,000,000 to be paid in quarterly instalments of US$750,000 per quarter commencing on 1 March 2024 with the last payment on 1 December 2026. To date the Buyers have made 4 quarterly payments of US$0.75m each amounting to US$3m in aggregate; and

·    A balloon payment of US$3,000,000. Originally this had been agreed to be a single balloon payment due on or before 1 March 2027. Xtract and the Buyers have now agreed to vary the balloon payment to three instalments of US$1,000,000 to be paid on or before;

-     1 March 2027;

-     1 June 2027; and

-     1 September 2027.

2.   Deferred consideration

Xtract and the Buyers have further agreed that the additional deferred consideration of US$3,000,000 for the Shares in addition to the Price (the "Deferred Consideration") which becomes due on the decision by the Buyers to build a sulphide plant, will now be payable on the following amended basis in six payments:

·    US$250,000 within the earlier of i) 14 days of the decision to build Sulphide Plant and ii) 1 December 2026;

·    US$250,000 within the earlier of i) 14 days of commencement of dry commissioning of the Sulphide Plant and ii) 1 December 2027;

·    US$500,000 within the earlier of i) 14 days of the Sulphide Plant processing 30,000 tonnes in any 30-day period ("Commercial Production");  and ii) 1 March 2028;

·    US$750,000 within the earlier of i) 3 months of the Sulphide Plant achieving Commercial Production; and ii) 1 June 2028;

·    US$750,000 within the earlier of i) 6 months of the Sulphide Plant achieving Commercial Production; and ii) 1 September 2028; and

·    US$500,000 within the earlier of i) 9 months of the Sulphide Plant achieving Commercial Production; and ii) 1 December 2028.

All other terms of the Agreement remain unchanged.

Important Notice:

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with this announcement and will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to such proposals. Beaumont Cornish has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information, or opinions contained in this document or for the omission of any information. Beaumont Cornish as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders, or any other person.

ENDS