Registration number (4459850)

Altx share code: JBL

AIM share code: JLP

ISIN: GB0031852162

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. On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

Jubilee Metals Group PLC

("Jubilee" or "the Company" or "the Group")

CONVERSION OF DEBT TO EQUITY

JUBILEE SETTLES ALL HISTORICAL DEBT

EXERCISE OF WARRANTS

Jubilee, the AIM and Altx traded metals processing company, is pleased to announce that it has received notice from ACAM LP ('ACAM') to convert its remaining convertible loan notes ("Loan Notes"), totalling US$7.8 million (£5.89 million) of principal debt and accrued interest, into new ordinary shares in the Company ("the Conversion Shares"). The ACAM convertible loan note formed a key part in the funding of the acquisition and successful recapitalisation of Jubilee's Sable Refinery which launched Jubilee's Zambian copper strategy. The conversion not only welcomes ACAM as a strategic shareholder with keen interest to further support Jubilee's copper ambitions, but also completely eliminates Jubilee's external debt position in relation to its Zambia operations and releases all securities held over Jubilee's Zambian assets. The settlement of all debt and release of the security paves the way for Jubilee to leverage its balance sheet for structured debt funding of its Zambian Copper Strategy. Both the Company's Zambian and its South African operations carry no further long term secured debt.  

Highlights

·    Jubilee eliminates Zambian and South African historical debt completely

·    ACAM has elected to convert all Loan Notes issued March 2019, totalling US$7.8 million (£5.89 million) (the "Conversion"), into 209 447 822 Conversion Shares at a contracted conversion price of 2.81 pence per share representing approximately 7.9% of the enlarged issued capital of the Company

·    The ACAM convertible loan was instrumental in the acquisition in 2019 of the Kabwe assets in Zambia, which included the now fully operational Sable Refinery, establishing the crucial foundation for entry into Zambia and the development and implementation of our copper and cobalt strategy

·    Being substantially debt free forms the basis for any future raising of new and advantageously priced bank funding for further development of our global strategy

·    In further recognition of their continued support to Jubilee, ACAM now as a strategic shareholder in Jubilee has expressed a keen interest to seek further funding opportunities with Jubilee in support of our growth strategy in Zambia.

Leon Coetzer, CEO of Jubilee, commented: "The conversion of all of Jubilee's debt to ACAM is a historic moment for the Company and a ringing endorsement of the success of our strategy to date and our focus going forward. Having ACAM's support as an institutional investor over recent years, and indeed going forward remaining a substantial investor, has been critical in the in the acquisition of our Zambian assets, including the Sable Refinery, establishing the crucial foundation for entry into Zambia and the development and implementation of our copper and cobalt strategy. With Project Roan's integrated copper concentrator fast nearing completion and immanent production ramp-up, and Project Lechwe, our second planned copper processing facility, undertaking final design pilot runs, our fully funded and capitalised Southern Zambian Strategy becomes debt free - a fantastic position to be in.

"Zambia is a true success story, and one which we will look to expand and replicate. The recent success of our Zambian strategy demonstrates how, in a relatively short period of time compared with mining projects, Jubilee can establish itself as a dominant player in country, broadening its commodity exposure, achieving early revenues and setting itself up for significant operational and financial growth long into the future. As we recently announced, we have plans to roll out a global metals processing strategy during 2022, leveraging our unique South African and Zambian intellectual property across other jurisdictions and continents.

"With our global metals processing strategy in mind, and with a very healthy balance sheet, we are confident that any future bank and structured funding that may be required to grow your company can be secured on substantially better terms.

"Once again, I would like to thank ACAM, and all of our investors, for their continued support."

Warrant exercise

The Company has also received notification from a warrant holder to exercise 2 944 784 existing warrants of the Company, representing 0.11 % of the enlarged issued share capital of Jubilee (the 'Warrant Shares') at a price of 3.375 pence (ZAR 69 cents) per Warrant Share amounting to a cash value of £ 99 393 (ZAR 2 027 617).

Further Information

Further to the US$8 million (ZAR 127 million at current conversion rates) secured debt with ACAM LP on 21 March 2019, the Company has received notice from ACAM to convert all outstanding Loan Notes into equity totalling US$7.8 million (£5.89 million) (ZAR 127 million) into 209 447 822 Conversion Shares at a price of 2.81 pence (ZAR 43 cents) per Conversion Share. This follows the conversion of Loan Notes totalling US$2.5 million (ZAR 38.5 million) into ordinary shares in the Company at a price of 2.81 pence (ZAR 43 cents) per ordinary share as announced on 15 January 2021, and therefore fully discharging the debt to ACAM.

Over and above the current investment, and in further recognition of their support, ACAM has also expressed a keen interest to enter into discussions with Jubilee to provide further potential project level funding supporting Jubilee's growth strategy in Zambia and globally going forward.

Admission and Total Voting Rights

Following the Conversion and the exercise of warrants, the Company has issued and allotted 209 447 822 Conversion Shares and 2 944 984 Warrant Shares. The Conversion Shares and the Warrant 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 Conversion Shares and the Warrant 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 11 March 2022 ("Admission").

Following Admission, the Company's total issued share capital will comprise 2 642 051 370 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.

United Kingdom

7 March 2022

For further information visit www.jubileemetalsgroup.com, follow Jubilee on Twitter (@Jubilee_Metals) 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

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 - Questco Corporate Advisory

Sharon Owens

Tel +27 (0) 11 011 9212

PR & IR Adviser - Tavistock

Jos Simson/ Gareth Tredway/Charles Vivian

Tel: +44 (0) 207 920 3150

Jubilee Metals Group is a diversified metal recovery business with a world-class portfolio of projects in South Africa and Zambia. We create value for all stakeholders through the transformation of mining liabilities into profitable assets in a manner that addresses mining's historical footprint and improves the quality of life for surrounding communities. Our distinguishing value proposition is our net positive impact on all stakeholders and the environment.

Our business model focuses on the retreatment and metals recovery from mine tailings, waste, slag, slurry and other secondary materials generated from mining operations. In effect, while extracting maximum financial returns, we responsibly rehabilitate environments scarred by the surface footprint of historical mining operations and solving air and water pollution issues associated with those installations.

The Company's expanding multi-project portfolio provides exposure to a broad commodity basket including Platinum Group Metals ('PGMs'), chrome, lead, zinc, vanadium, copper and cobalt.

Jubilee is listed on the London Stock Exchange's AIM (ticker: JLP) and the Johannesburg Stock Exchange (ticker: JBL).