28 Nov Re-Listing Announcement – Secondary Inward Listing of Alphamin Resources

Alphamin Resources Corp.

Continued in the Republic of Mauritius

Date of incorporation: 12 August 1981

Corporation number: C125884 C1/GBL

TSX-V share code: AFM

JSE share code: APH

ISIN: MU0456S00006

(“Alphamin” or the “Company”)

 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION.

1. Introduction

Alphamin, a Mauritian-domiciled company, is a pioneering tin exploration and development company with the vision to be a key player in the international tin mining sector. The Company holds, as its principal investment, a controlling interest (80.75%) in Alphamin Bisie Mining SA (“ABM”). ABM owns, as its principal asset, a world-class tin mining project (“Bisie tin project”) which is based in the North Kivu province of the Democratic Republic of Congo (“DRC”).

The Company, in its current form, has had its primary listing on the TSX Venture Exchange (“TSX-V”) since August 2011, and at 13 November 2017 (the “Last Practicable Date”) the Company’s market capitalisation is approximately CAD 204.9 million (USD 161.0 million and ZAR 2.3 billion).

The TSX-V has been determined by the JSE Limited (“JSE”) to be an “accredited exchange” as defined in paragraph 18.42 of the JSE Listings Requirements (“JSE Listings Requirements”). To the best of its knowledge, Alphamin is in full compliance with all the requirements of the TSX-V and the Company is not listed on any other exchange.

The JSE has granted approval to Alphamin for a secondary listing (“Secondary Listing”), under the fast-track listing process contemplated in Section 18 of the JSE Listings Requirements, of all of its issued and fully paid common shares (“Common Shares”) on the Alternative Exchange operated by the JSE (“AltX”), under the abbreviated name “ALPHAMIN”, JSE share code “APH” and ISIN “MU0456S00006”. The Company anticipates listing on the AltX with effect from the commencement of trade on or about Thursday, 7 December 2017 (“Anticipated Listing Date”). Alphamin is currently listed in the “Gold Mining” sector, however, with effect from Monday, 18

December 2017, following a request by the Company, FTSE International Limited will change the

Company’s sector classification to “Nonferrous Metals”, which more accurately reflects Alphamin’s business operations.

The Financial Surveillance Department of the South African Reserve Bank (“SARB”) has approved the Secondary Listing and classified the secondary inward listed Common Shares as “domestic” for exchange control purposes. Accordingly, South African resident shareholders must hold their Common Shares on the Company’s South African register subsequent to the Secondary Listing and may trade the Common Shares on the JSE without having recourse to their foreign portfolio allowance or foreign capital allowance, as the case may be.

2. Overview of the Company

The Company is currently focused on the development of the Mpama North portion of the Bisie tin project in North Kivu (“Phase 1”). This is the highest grade known tin deposit in the world with favourable metallurgical properties, which will enjoy relatively low operating costs once the mine is constructed. Alphamin’s compliance with the Dodd-Frank laws of the United States of America ensures that the Company’s tin will only be able to be sold through legitimate channels and will be classified as ‘conflict-free tin’. There is significant further potential upside at Mpama North Deeps, Mpama South and other exploration permits within the Bisie tin project.

The Company completed an updated feasibility study and control budget estimate for the Bisie tin project in March 2017, commenced construction in May 2017, and expects to produce its first tin concentrates in H1 2019.

3. Private Placement

3.1 Background

Phase 1 of the Bisie tin project will be to develop Mpama North between Q2 2017 and Q1 2019. Phase 1 is expected to have a pay-back period of 17 months, a net present value (“NPV”) of USD 402 million and an ungeared post-tax internal rate of return (“IRR”) of 49.1% in real-terms (source: Alphamin’s published updated National Instrument 43-101 feasibility study dated 23 March 2017 (“NI43-101”)).

Note: all currency amounts in this announcement are stated with reference to exchange rates prevailing on the Last Practicable Date. USD 73.5 million (ZAR 1.1 billion) had been spent to 1 January 2017, and a further USD 22.3 million (ZAR 322.7 million), which was obtained from a previous equity raise, is currently being utilised to further develop Phase 1.

An additional USD 149.8 million (ZAR 2.2 billion) is required to complete Phase 1 (“Phase 1

Funding”). Phase 1 Funding will be obtained from the following sources:

• a USD 80 million (ZAR 1.2 billion) senior secured, non-revolving, term credit facility, to be provided to ABM, has been secured from a syndicate of lenders, namely Sprott Resource Lending (Collector), LP, Barak Fund SPC Limited and Tremont Master Holdings Limited (“Tremont”). In terms of the definitive credit agreement, USD 10 million (ZAR 144.7 million) may be drawn down initially, and the balance of the term credit facility may be accessed once, inter alia, the Company has completed an equity financing of a minimum of USD 50 million (net of associated costs);
• USD 13.7 million (ZAR 198.2 million) cash will be invested directly into ABM by Industrial Development Corporation of South Africa SOC Limited (the “IDC”), an existing shareholder in ABM, subject to certain regulatory approvals being obtained. This proposed investment will not dilute Alphamin’s 80.75% shareholding in ABM; and
• an equity raising in both South Africa and abroad targeting USD 56.1 million (ZAR 811.8 million). It is intended to conduct the equity raise in terms of a private placement, to be undertaken by the Company prior to the Secondary Listing (“Private Placement”).

Tremont, an existing Alphamin shareholder (44%), has committed to participate in the Private Placement in an amount equivalent to 44% of the targeted equity raise in terms of the Private Placement.

In terms of paragraph 18.43 of the JSE Listings Requirements, the Company confirms that it will make an application to the TSX-V to obtain TSX-V approval for the listing of the Common Shares to be issued in terms of the Private Placement.

3.2 Mechanics of the Private Placement

Alphamin intends to conduct a Private Placement of Common Shares (“Placing Shares”), prior to the Anticipated Listing Date, targeting an amount of USD 56.1 million (ZAR 811.8 million), representing approximately 35% of Alphamin’s market capitalisation on the Last Practicable Date.

In South Africa, the Private Placement will be made to, and be capable of acceptance by (i) institutional investors who fall within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, No 71 of 2008 (as amended) (“Companies Act”); or (ii) persons qualifying pursuant to section 96(1)(b) of the Companies Act, being persons each of which is a single addressee acting as principal who will be acquiring the Placing Shares with an aggregate value of not less than ZAR 1 million.

The timing of the Private Placement, price per Placing Share (“Placing Price”) and allocations are at the absolute discretion of the board of directors of Alphamin (“Board”).

There will be a further announcement specifying the dates and times of the opening and expected closing of the Private Placement and the Placing Price. As soon as practicable after the closing of the Private Placement, an announcement will be published containing the quantum raised in the Private Placement, the number of Placing Shares allocated to successful participants and the exact listing date on the AltX.

All of the Placing Shares will rank pari passu with one another and with the existing Common Shares in all respects and will be fully paid up and freely transferable, subject to an initial four-month holding period (“Hold Period”) which applies under Canadian securities law and the policies of the TSX-V. Canadian securities laws stipulate that all distributions of securities require either the filing of a detailed disclosure document in compliance with Canadian Law (“Prospectus”) or an exemption from the Prospectus requirement. Where a Prospectus is not issued, a Hold Period is applicable to the issuance of new securities in certain circumstances. As a Prospectus containing new detailed information does not become available to the investing public when a private placement is completed, the rationale for the Hold Period is to allow sufficient new financial and other information to become available before such securities may be resold to investors generally. The Hold Period is evidenced and enforced by endorsing the restriction on the face of each share certificate.

4. Rationale for the Secondary Listing and the Private Placement in South Africa

There is currently strong demand in the South African market for investment in companies that earn USD-based revenue, and particularly for investment in mining companies with attractive return metrics. As such, the Board is of the opinion that South Africa will be a receptive market in which to raise the remaining capital required to develop Phase 1.

In addition, Alphamin has strong South African connections through the key suppliers of services and supplies to the Bisie tin project, and an existing relationship with the IDC which is already invested in ABM. The Board therefore believes that these relationships will position Alphamin well for a Private Placement and Secondary Listing in South Africa.

5. Prospects of Alphamin following the Secondary Listing

As part of Phase 1, Alphamin is in the process of constructing a tin mine at the Mpama North section in accordance with its mining licence. Construction is expected to be completed in early 2019, with the mine ramping up to full production from H2 2019 onwards. As detailed in the Company’s updated NI43-101, at full production the mine is expected to produce an average of 9,600 tons of tin in concentrate per annum over its initial 12.5 year life of mine, at a foreseen cash margin of some USD 11,040 per tonne of tin sold (based on a real tin price of USD 21 400 per tonne). The average annual earnings before interest, tax, depreciation and amortisation over the life of mine equates to approximately USD 110 million. Economic performance indicators of a NPV (8%) of USD 402.2 million, as well as a real, after tax, project IRR of 49.1% are anticipated.

As soon as the Mpama North section is operating on a consistent basis, the Company intends to allocate a component of the Company’s cash flows to establish additional tin resources at exploration targets both within the current 30 year mining permit and on Alphamin’s other adjacent exploration permits.

6. The Board

The details of the executive and non-executive directors of the Company are as follows:

	Name	Function	Experience and expertise
	Charles Denby	Non-executive	Charles is the non-executive chairman of the
	Stockton Needham	chairman	Board and has been involved in the DRC mining
			industry for many years. Charles is a consultant
			to the Metorex group and the chairman of
			Kinsenda Copper Company.
	Boris Kamstra	Chief executive	Boris is the chief executive officer of Alphamin,
		officer	has been involved in the DRC mining industry
			for 12 years and has extensive experience
			establishing mining operations in remote
			locations.
	Eoin O’Driscoll	Chief financial officer	Eoin is the chief financial officer of Alphamin
			and has been involved in the DRC mining
			industry for 6 years with extensive experience
			in the gold mining sector.
	Bernard Swanepoel	Independent non-	Bernard, a non-executive director, has over 30
		executive director	years’ experience in local and international
			mining, and mining project development. He
			started his career at Gencor Mining. He was
			chief operating officer of Harmony Gold Mining
			Company from the mid-nineties until 2007.

 

	Name	Function	Experience and expertise
	Paul Baloyi	Independent non-	Paul, a non-executive director, has over 35
		executive director	years’ experience in the international finance
			sector, having served as chief executive officer
			of the Development Bank of Southern Africa
			(“DBSA”) (including the DBSA Development
			Fund), managing director of Nedbank Africa,
			and holding senior positions within Standard
			Bank. He is a past member of the Institute of
			Bankers (South Africa) and the Institute of
			Directors (South Africa).
	Brendon Howard	Independent non-	Brendon, a non-executive director, has 11
	Jones	executive director	years’ investment management experience
			which he gained at Maitland (Mauritius) as
			managing director, Tremont Services as
			executive director and Adansonia Management
			Services as chief executive director.
	Rudolf Pretorius	Independent non-	Rudolf, a non-executive director, has 12 years’
		executive director	fund management, insurance and banking
			experience in various senior executive roles
			which he fulfilled at RMB, Aegis Insurance and
			Outsurance. Rudolf founded Treacle Private
			Equity in 2000 and has led the company to date.
			In addition, he sits on the non-executive boards
			of various local and international hedge fund
			and fund management companies.

7. Share capital

The Company has unlimited Common Shares without par value available for issue.

The issued Common Shares of Alphamin before and after the Private Placement and Secondary Listing, assuming that approximately 178.6 million Placing Shares (based on a target equity capital raise of USD 56.1 million and a closing Alphamin share price on the Last Practicable Date of CAD 0.40 (USD 0.31)) are issued in terms of the Private Placement are as follows:

Before the Private Placement and Secondary Listing

Issued

512 300 031 Common Shares without par value

After the Private Placement and Secondary Listing

Issued

690 936 456 Common Shares without par value

The Company does not hold any Common Shares in treasury.

As at the Last Practicable Date, the Company had:

• 41 257 067 issued and outstanding warrants;
• 8 411 754 options outstanding; and
• 1 252 414 options exercisable.

Common Shares

With respect to the Private Placement and Secondary Listing in South Africa, the Placing Shares will be issued in certificated form only. Such share certificates will be endorsed with the restriction applicable to the Hold Period and may not be traded for the duration of the Hold Period. Following the expiration of the Hold Period, shareholders will be required to dematerialise their Common Shares in order to trade them on the JSE. The process of dematerialisation will require such shareholders to appoint either a broker or Central Securities Depositary Participant (“CSDP”) in South Africa to act on their behalf and to handle their settlement requirements. Dematerialised shares trade for electronic clearing and settlement via Strate Proprietary Limited (“Strate”). If you have any doubt as to the mechanics of Strate, please consult your broker, CSDP or other appropriate adviser. For further information, Strate’s website is www.strate.co.za.

Warrants

Each unlisted warrant is exercisable to acquire one Common Share for a period up to July 2020 at an exercise price of CAD 0.4375, subject to adjustment in certain events. The expiry date of the warrants may be accelerated by the Company at any time following the 12 month anniversary of the closing date of the offering if the volume-weighted average trading price of the Common Shares is greater than CAD 0.73 for any 15 consecutive trading days, at which time the Company may accelerate the expiry date of the warrants by issuing a press release announcing the reduced warrant term whereupon the warrants will expire on the 15th calendar day after the date of such press release.

Options

The Company currently has a stock option plan (“Plan”). The Plan provides that it is solely within the discretion of the Board to determine which directors, employees and other service providers may be awarded options under the Plan, and under what terms they will be granted. The Plan provides that the number of Common Shares that may be purchased under the Plan is a rolling maximum which shall not exceed 10% of the issued and outstanding Common Shares of the Company at any time, with appropriate substitutions and/or adjustments in accordance with regulatory policies if there is a change in the number of issued and outstanding Common Shares resulting from a share split, consolidation, or other capital or corporate reorganisation.

Subject to a minimum exercise price of CAD 0.05, the options will be exercisable at a price which is not less than the Market Price (as defined in the policies of the TSX-V) of the Company’s Common Shares at the time the options are granted.

All current outstanding options vest over a three-year period (15% after one year, 35% after two years and 50% after three years) and expire five years after the date of issue.

8. Major shareholders

As at the Last Practicable Date, insofar as it is known to the Company, the following shareholder, beneficially holds, directly or indirectly, 5% or more of the issued Common Shares of the Company:

	Shareholder	Number of Common Shares	Percentage of issued share
			capital
	Tremont	226 164 283	44.1%

Insofar as it is known to the Company, based on the assumption that 178.6 million Placing Shares are issued and Tremont subscribes for its 44% of such shares (78.5 million Placing Shares), the following shareholder is expected to beneficially hold, directly or indirectly, 5% or more of the issued share capital of the Company immediately following the Private Placement and Secondary Listing:

	Shareholder	Number of Common Shares	Percentage of issued share
			capital
	Tremont	305 026 622	44.1%

9. Financial information

Set out below are the loss, diluted loss, headline loss and diluted headline loss per Common Share for the relevant financial periods:

		Six months	Six months	Twelve months	Twelve months
		ended 30 June	ended 30 June	ended 31	ended 31
		2017 (USD –	2016 (USD –	December 2016	December 2015
		cents)	cents)	(USD – cents)	(USD – cents)
	Loss per	0.70	0.45	1.11	1.81
	Common Share*
	Diluted loss per	0.70	0.45	1.11	1.81
	Common Share*
	Headline loss per	0.70	0.45	1.11	1.81
	Common
	Share**
	Diluted headline	0.70	0.45	1.11	1.81
	loss per
	Common
	Share**

• Extracted from Alphamin’s published financial results
• Calculated in accordance with the South African Institute of Chartered Accountants Circular 2/2015 – Headline Earnings

10. Significant changes

Other than the Private Placement and Secondary Listing, there have been the following changes in the financial or trading position of the Company since 30 June 2017, being the date on which the latest unaudited interim condensed consolidated financial information of Alphamin was prepared:

• In July 2017, the Company announced that it had raised gross proceeds of approximately CAD 28.9 million by issuing a total of 82 514 134 units, comprising one Common Share and one half of a warrant, at a price of CAD 0.35 per unit. This offering comprised a private placement of 33 776 685 units for gross aggregate proceeds of CAD 11.8 million, a concurrent non-brokered private placement of 37 380 306 units for gross aggregate proceeds of approximately CAD 13.1 million, and the conversion of an existing CAD 3 million bridge loan provided in advance of the offering into 11 357 143 units at a deemed exchange rate of USD1:CAD1.325; and
  

• In November 2017, the Company announced that it had signed a definitive credit agreement with Sprott Resource Lending (Collector), LP, Barak Fund SPC Limited and Tremont in respect

of a USD 80 million senior secured, non-revolving, term credit facility, which will be used for the continued development of the Bisie tin project.

11. Working capital statement

The Board is of the opinion that, following the Private Placement and Secondary Listing, the working capital of the Company will be sufficient for its present requirements, that is, for at least 12 months from the Anticipated Listing Date.

12. Director’s statement

The Board confirms that, to the best of its knowledge and belief, the Company has adhered to all legal and regulatory requirements of the TSX-V.

13. General company details and availability of documents

The Company was originally incorporated on 12 August 1981 in accordance with the laws of British Columbia and was continued as a public company with limited liability in the Republic of Mauritius on 30 September 2014 pursuant to a process provided for under the Companies Act, 2001 Mauritius in terms of which a company incorporated under the laws of any country other than Mauritius may apply to be registered as, and continue as, a company in Mauritius as if it had been incorporated in Mauritius. The Company’s registered office is at C2-202, Level 2, Office Block C, La Croisette, Grand Baie, Mauritius. The Company is not required to be registered as an external company in South Africa.

The Company’s transfer secretaries in South Africa are Computershare Investor Services Proprietary Limited, with its main place of business at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196.

Nedbank Limited, acting through its Corporate and Investment Banking Division (“NCIB”) has been appointed as the Company’s South African Corporate Adviser, Investment Bank and JSE Sponsor. NCIB is regarded as independent in terms of the JSE Listings Requirements and has put procedures in place to ensure that the Sponsor unit exercises reasonable care and judgement to achieve independence and objectivity in its professional dealings with Alphamin.

The Company’s financial year end is 31 December. The financial statements of the Company are IFRS-compliant and have been audited by PricewaterhouseCoopers Inc. (South Africa).

Shareholders and investors may refer to www.sedar.com for all relevant shareholder documents and announcements, including:

• the constitution of Alphamin;

• the consolidated audited financial statements of the Company for the years ended 31 December 2014, 2015 and 2016;

• the unaudited condensed consolidated interim financial statements for the three and six months ended 30 June 2016 and 2017;

• the announcement published by the Company on 19 July 2017 relating to the closing of CAD 28.9 million equity financing;

• the announcement published by the Company on 13 November 2017 relating to the USD 80 million term credit facility; and

• the Company’s updated feasibility study dated 23 March 2017 prepared in accordance with the requirements of National Instrument 43-101 (Canada) (equivalent to a SAMREC and SAMVAL-compliant Competent Person’s Report).

14. South African tax considerations

The following paragraphs contain a general summary of the South African tax implications of the acquisition and ownership of Common Shares of the Company, for information purposes. This summary is not comprehensive or determinative and should not be regarded as tax advice given by the Company or any of its advisers.

This summary is based on the South African laws as in force and as applied in practice on the date of this pre-listing announcement and is subject to changes to those laws and practices subsequent to the date of this pre-listing announcement. In the case of persons who are non-residents of South Africa for income tax purposes, it should be read in conjunction with the provisions of any applicable double taxation agreement between South Africa and their country of tax residence.

South African dividends tax at 20% will be withheld on any foreign cash dividends declared and paid by the Company to South African resident shareholders holding Common Shares listed on the exchange operated by the JSE, subject to any applicable exemptions that may apply.

South African resident shareholders that dispose of their Common Shares of the Company listed on the exchange operated by the JSE will be subject to either income tax (in the case of share dealers) or capital gains tax (in the case of capital investors).

Investors should consult their own advisers and take advice as to the tax consequences arising from or in relation to the acquisition and ownership of Common Shares in light of their particular circumstances, including, in particular, the effect of any state, regional, local or other tax laws.

15. Exchange control

The South African Reserve Bank has approved the secondary inward listing of the Company on the AltX board of the exchange operated by the JSE.

Currency and shares are not freely transferable from South Africa to any jurisdiction outside the geographical borders of South Africa or jurisdictions outside of the Common Monetary Area (collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland).

These transfers must comply with the South African Exchange Control Regulations. The South African Exchange Control Regulations will also regulate the acquisition by former residents and non-residents of the Common Monetary Area of Common Shares.

Investors who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an investor to acquire and/or hold Common Shares. If investors are in any doubt regarding the application of the South African Exchange Control Regulations, they should consult their own professional advisers.

Johannesburg

28 November 2017

 

Alphamin Resources Corp.

Alphamin’s registered office and postal address: C2-202, Level 2, Office Block C, La Croisette, Grand Baie, Mauritius

Telephone: + 44 759 556 7793

Website: https://alphaminresources.com

South African Corporate Adviser, Investment Bank and JSE Sponsor Nedbank Limited (acting through its Corporate and Investment Banking Division)

South African Legal Adviser

Hogan Lovells (South Africa) Inc.

Canadian Legal Adviser

Kirsh Securities Law Professional Corporation

Auditors

PricewaterhouseCoopers Inc. (South Africa)

South African Transfer Secretaries Computershare Investor Services Proprietary Limited

Canadian Transfer Agent and Registrar

Computershare Investor Services Inc.

Company Secretary

Adansonia Management Services Limited

Important legal notice

This pre-listing announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for shares in any jurisdiction, including an offer to the public for the sale of, or subscription for, or the solicitation or the advertisement of an offer to buy and/or subscribe for, shares.

This pre-listing announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or the advertisement of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) (the “Companies Act“) and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies Act.

This pre-listing announcement does not constitute a prospectus registered and/or issued in terms of the Companies Act. Accordingly, this pre-listing announcement does not comply with the substance and form requirements for prospectuses set out in the Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority.

This pre-listing announcement constitutes factual, objective information and nothing contained herein should be construed as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature. The drafters of this pre-listing announcement are not financial services providers licensed as such under the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (as amended) in South Africa and nothing in this pre-listing announcement should be construed as constituting the canvassing for, or marketing or advertising of financial services in South Africa.

Investors should ascertain whether acquiring or holding the Common Shares of the Company, or any of the transactions envisaged in this pre-listing announcement, is affected by the laws of the relevant jurisdiction in which they reside and consider whether the Common Shares of the Company are a suitable investment in light of their own personal circumstances and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives.

In this pre-listing announcement, information relating to Alphamin is given by the board of directors of Alphamin solely based on information in relation to the Company and on the representation from the Board that to the best of their knowledge and belief, the information in this pre-listing announcement in so far as it relates to Alphamin is true and accurate and nothing has been omitted which is likely to affect the importance of the information.

If you are in any doubt about the contents of this pre-listing announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, attorney, accountant or independent financial adviser or from another appropriately authorised independent financial adviser.

The release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements.

This announcement has been prepared for the purpose of complying with law and regulation in South Africa and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions other than South Africa.

Caution regarding forward-looking statements

Information in this pre-listing announcement that is not a statement of historical fact constitutes forward-looking information. Forward-looking statements contained herein include, without limitation, statements relating to costs of production, success of mining operations, the ranking of the project in terms of cash cost and production, economic return estimates, capital costs for the project, mineral resource and reserve estimates, social, community and environmental impacts, and continued positive discussions and relationships with local communities and stakeholders. Forward-looking statements are based on assumptions management believes to be reasonable at the time such statements are made. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Although Alphamin has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Factors that may cause actual results to differ materially from expected results described in forward-looking statements include, but are not limited to: Alphamin’s ability to secure sufficient financing to advance and complete the Bisie tin project, uncertainties associated with resource and reserve estimates, uncertainties regarding the estimation of future costs, uncertainties regarding global supply and demand for tin and market and sales prices, uncertainties associated with securing off-take agreements and customer contracts, uncertainties with respect to social, community and environmental impacts, adverse political events, uncertainties with respect to optimisation opportunities for the Bisie tin project, as well as those risk factors set out in the Company’s Management Discussion and Analysis and other disclosure documents available under the Company’s profile at www.sedar.com. Forward-looking statements contained herein are made as of the date of this announcement and Alphamin disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.