Support from Blue Chip Institutional Investors

Jubilee Metals Group PLC

Registration number (4459850)

AltX share code: JBL

AIM share code: JLP

ISIN: GB0031852162

("Jubilee" or "Company")

Jubilee Secures Further Support from Blue Chip Institutional Investors

Jubilee, the AIM and Altx traded metals processing company, is pleased to announce a placing of new and existing ordinary shares representing 4.96% of the enlarged issued share capital of the Company to meet institutional demand. A total of 99 883 085 (4.45%) new ordinary shares and 11 547 555 (0.51%) existing ordinary shares in the Company have been placed, at a price of 13 pence per share, with two supportive institutional shareholders, one of which is new to the share register ("Placing").

The Company also advises that it will be hosting a webcast, offering shareholders the opportunity to engage with the Board for a General Company update and talk about the six months operations update at 10am UK time (Noon SA time) on 18 January 2021. 

Shareholders are invite to participate by following the link provided:

https://webcasting.brrmedia.co.uk/broadcast/60008bbc59cf24171a328549

Highlights

·    Jubilee secures investment from two blue chip institutions, including one new to the share register

·    The investment is made based on the Company's earnings and recognition of the accelerated implementation of its copper and cobalt strategy which holds the potential for enhanced sustainable and quality earnings growth

·    The substantial investment made by these blue chip institutions is facilitated by both the partial conversion of the convertible loan note held by ACAM LP, which facilitated the acquisition of the Sable Refinery in 2019, as well as a share contribution by certain Jubilee directors

Leon Coetzer, Chief Executive Officer, says: "This combined investment by two traditionally long term, supportive institutional shareholders is a milestone acknowledgement of the Company's achievements and brings recognition to the successful implementation of our strategy to date and our focus going forward.

"The investment entry requirements for these institutions were enabled through ACAM LP agreeing to the partial conversion of the convertible loan note held by them, and in addition certain directors agreed to allocate shares owing to them by Jubilee in lieu of salary sacrifices, in recognition that the share register would be strengthened by the addition of these institutions.

"The partial conversion of the ACAM LP convertible loan reduces the Group's borrowing and ongoing borrowing costs and is consistent with the restructuring of all historical debt held by the Company into far less costly debt provided by alternative financial institutional facilities. On completion of the transaction all directors and officers maintain their current share option incentives.

"As announced on 14 January 2021, our South African operations continue to grow and contribute to earnings while our Zambian copper and cobalt strategy is now moving at pace with the potential to produce significant earnings backed by our secured positions and a widely forecasted increasing copper price.  The success in Zambia demonstrates how Jubilee is perfectly poised to play a pivotal role in the processing of copper secondaries and tailings.

"This is an incredibly exciting period for Jubilee and we are thrilled to have the further support from new and existing institutional shareholders, and we look forward to the future with confidence". 

Transaction Structure

In order to satisfy demand and to meet the minimum investment criteria of the two institutional investors, Jubilee has secured a total of 111 430 640 shares representing 4.96% of the enlarged issued shares, as follows:

·    ACAM LP has agreed to the partial conversion of the loan provided on 21 March 2019. The terms of the loan provided for conversion and ACAM has agreed to convert US$2.5 million of the principal amount plus accrued but unpaid interest, on the same terms as envisaged by the original agreement (subject to minor amendments to facilitate this conversion). The US$2.5 million plus accrued but unpaid interest of US$0.591 million has been converted into 80 728 619 new fully paid Jubilee ordinary shares ("ACAM Shares") at a conversion price of 2.81 pence per share. After conversion, the remaining principal amount outstanding is US$5.5 million.

·    Directors, Colin Bird and Leon Coetzer, are owed shares in lieu of the salary sacrifices they made over an extended period between 2013 and 2017. To make the Placing possible both directors have agreed to release all such shares towards the Placing. Foregoing salary was necessary at the time in order to support the Company and to provide a platform to continue the implementation of the Company's strategy. The accrued salary is repayable in shares under the terms of the Share Plan approved by shareholders at the 2013 AGM. Under the terms of the Share Plan, the price at which shares may be issued to settle the accrued salary is taken as the VWAP for the quarter in which salary was sacrificed. The current balance of accrued salary owed to directors is £625 497, comprising £244 667 owed to Mr Bird and £380 790 to Mr Coetzer. 

Under an agreement between Mr Bird and Mr Coetzer in 2013, it was mutually agreed that Mr Bird in his personal capacity would guarantee the cash amount of any accrued salary owed to Mr Coetzer to ensure the retention of Mr Coetzer. Mr Bird recognised the retention of his skill set and training would be vital to the successful implementation of the Company's strategy. He further recognised that these skills were and remains in high demand. In return for this personal guarantee, Mr Coetzer would only retain at any time an entitlement to an equivalent share settlement to a maximum share value of 150% to the cash amount of any such accrued salary and that any additional rights to such share allocation would be ceded to Mr Bird.  Therefore, the Company has issued 19 154 466 new ordinary shares in total to settle the accrued salary in full, comprising 14 760 730 new ordinary shares to Mr Bird (at an aggregate issue price of approximately 3.3 pence each) and 4 393 736 new ordinary shares to Mr Coetzer (at an aggregate issue price of approximately 3.2 pence each) (together "Directors Shares"). The share issue settles the accrued salaries owed to Colin Bird and Leon Coetzer and represents a full and final settlement of outstanding salaries.

·    In order to make-up the shortfall to the required minimum investor allocation, Colin Bird has further agreed to the sale of his 11 547 555 shares held by him in his personal capacity. Mr Bird has retained all existing share options.

As a result of these transactions, the Company has issued and allotted 99 883 085 new ordinary shares (comprising 80 728 619 ACAM Shares and 19 154 466 Directors Shares). The ACAM Shares and the Director Shares have been issued, conditional on Admission (as defined below), as fully paid and rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued. Application will be made for the Placing Shares to be admitted to trading on AIM and to be listed on the Altx of the JSE Limited, which is expected to take place on or about 21 January 2021 ("Admission").

Following the sale of Colin Bird's existing shareholding, he retains his full share option incentive package. Leon Coetzer's share and option incentive package remain unchanged as disclosed in the Company's latest annual report.

The Company appointed WHIreland as broker to facilitate the placing of the ACAM Shares.  All shares were placed at 13 pence.  The Company has agreed to pay part of the placing commission in respect of the placing of the ACAM Shares and to issue warrants, equal to 5% of only the ACAM Shares' transaction value, to WHIreland at 13 pence per share. The warrants shall be exercisable in whole or in part for a period of two years following 12 months from the date of admission of the ACAM Shares.  The Directors will pay the broker's commission in respect of the sale of their shares. 

Following Admission, the Company's total issued share capital will comprise 2 246 135 634 ordinary shares.  As the Company does not hold any ordinary 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.

15 January 2021

**ENDS**

For further information visit www.jubileemetalsgroup.com  or contact:

Jubilee Metals Group PLC
Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913

Nominated Adviser - SPARK Advisory Partners Limited
Andrew Emmott/James Keeshan
Tel: +44 (0) 20 3368 3555

Joint Broker - Shard Capital Partners LLP
Damon Heath/Erik Woolgar
Tel +44 (0) 20 7186 9900

Joint Broker - WHIreland
Harry Ansell/Katy Mitchell
Tel: +44 (0) 20 7220 1670/+44 (0) 113 394 6618

JSE Sponsor - Sasfin Capital (a member of the Sasfin group)
Sharon Owens
Tel +27 (0) 11 809 7500

PR & IR Adviser - St Brides Partners Limited
Catherine Leftley/Beth Melluish
Tel +44 (0) 20 7236 1177