Directors Remuneration/Repricing of Share Options

4 January 2021

AfriTin Mining Limited

("AfriTin", "ATM" or the "Company"

and with its subsidiaries the "Group")

Repricing of Share Options

Directors and PDMRs Remuneration

Total Voting Rights

PDMR Disclosures

AfriTin Mining Limited (AIM: ATM), an African tin mining company with its flagship asset, the Uis Tin Mine ("Uis") in Namibia announces today that it has repriced share options to certain PDMRs, employees and Anthony Viljoen (Chief Executive Officer ("CEO")). The Company is also pleased to announce that it has issued shares to certain Directors, PDMRs and employees in lieu of payment of remuneration and discretionary bonuses (in recognition of achieving certain milestones).

Repricing of Share Options

The Remuneration Committee and independent Board wish to align Company and shareholder expectations with Executive long-term incentivisation goals. A key goal of the Company is to ensure it has long term incentivisation in place to meaningfully retain staff and which aligns with shareholder expectations.  The Company's previous pricing did not meet the criteria and therefore the Company has repriced existing options to a more achievable level bringing a direct line of sight to long-term incentivisation.

The new exercise price reflects what the Remuneration Committee consider to be an appropriate share price target given the current stage of development of the Company and its current share price. The Remuneration Committee sought to set the price at a level which they believe was both achievable, but which still motivated the Executive team to drive value into the business and hence increase the share value. 

Options held by Anthony Viljoen (CEO) have been repriced as follows:

Options held by certain PDMRs (who are not directors) have also been repriced as follows:

It should be noted that the Company is also changing the terms of all option holders under the scheme with the exception of the Non-Executive Directors.

Discretionary Bonus

The Remuneration Committee of AfriTin have issued a discretionary bonus to Anthony Viljoen (to be satisfied by the issue of ordinary shares) in recognition of achieving the following milestones:

·    Completion of construction of Phase 1 of the Uis Phase 1 Pilot Plant; and

·    Reaching name plate production for Phase 1.

Accordingly, Anthony Viljoen will receive a bonus of £128,868 to be issued at a share price of 2.50p (being the share price at close of business on 30 December 2020) ("Bonus Shares").

Bonuses will also be paid to Frans van Daalen (Chief Operating Officer ("COO")) and Robert Sewell (Chief Financial Officer ("CFO")) who are not directors but who are PDMRs. The amount of these bonuses are £85,676 and £65,919 respectively. These bonuses will also be settled through the issue of shares at a share price of 2.50p.

A further 1,874,920 Bonus Shares will be issued to other employees in lieu of a discretionary bonus.

Related Party Transactions

The change of Anthony Viljoen's share options is deemed to be a related party transaction pursuant to AIM Rule 13 of the AIM Rules. The Company's independent directors (Glen Parsons, Terence Goodlace and Laurence Robb) consider, having consulted with WH Ireland Limited, the Company's Nominated Adviser, that the change of share options is fair and reasonable insofar as the Company's shareholders are concerned.

The bonus to Anthony Viljoen is deemed a related party transaction pursuant to AIM Rule 13 of the AIM Rules, by virtue of Anthony Viljoen's position as a director of the Company and the size of the bonus being outside normal remuneration practices pursuant to the AIM Rules (Inside AIM 3). The Company's independent directors (Glen Parsons, Terence Goodlace and Laurence Robb) consider, having consulted with WH Ireland Limited, the Company's Nominated Adviser, that the discretionary bonus is fair and reasonable insofar as the Company's shareholders are concerned.

Director fees and employee salaries settled through issue of shares

Furthermore, the AfriTin Board has approved the issue of 3,040,000 Ordinary shares of no-par value (the "Remuneration Shares") to various directors and employees in lieu of payment of director fees and employee salaries in the usual way, pursuant to the ongoing understanding between the relevant directors and the Company in order to conserve the company's cash, as detailed below.

The Remuneration Shares are being issued at a price of 2.50p, being the closing market price on 30 December 2020.

The Remuneration Shares are being issued in lieu of payment of director fees (for the period 9 November 2019 through to 8 November 2020) for Glen Parsons and Laurence Robb and in lieu of part settlement of salaries (for the period 1 October 2019 through to 30 September 2020) for Anthony Viljoen, a director of the Company and other employees.

A further 360,000 Remuneration Shares were issued to other employees in lieu of salary.

Application for Admission

An application has been made for the Bonus Shares and Remuneration Shares (being a total of 16,133,440 Ordinary Shares) to be admitted to trading on AIM ("Admission"). Dealings in the Remuneration Shares are expected to commence on or around 11 January 2021.

Disclosure and Transparency Rules

In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the Bonus Shares and Remuneration Shares its issued share capital will comprise 829,791,382 Ordinary Shares of no-par value upon Admission (the "Enlarged Share Capital"). All of these Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in treasury. The total number of voting rights in the Company will therefore be 829,791,382 upon Admission. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the DTRs.

For further information, please visit www.afritinmining.com or contact:

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014

About AfriTin Mining Limited

Notes to Editors

AfriTin Mining Limited is the first pure tin company listed in London and its vision is to create a portfolio of globally significant, conflict-free, tin-producing assets. The Company's flagship asset is the Uis Tin Mine in Namibia, formerly the world's largest hard-rock open cast tin mine.

AfriTin is managed by an experienced board of directors and management team with a current strategy to ramp-up production at the Uis Tin Mine in Namibia to 5,000 tonnes of concentrate in a Phase 2 expansion, having reached Phase 1 commercial production in 2020. The Company strives to capitalise on the solid supply/demand fundamentals of tin by developing a critical mass of tin resource inventory, achieving production in the near term and further scaling production by consolidating tin assets in Africa.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM