Conversion of convertible loan note into ordinary shares

Settlement of loan notes

AfriTin Mining Limited (AIM: ATM), an African tin mining company with its flagship asset, the Uis Tin Mine (“Uis”) in Namibia, announces that:

• The outstanding balance of the 2019 convertible loan note (see announcement dated 26 November 2019) (the “2019 Convertible Loan Notes”) has now been settled in full. A portion of the 2019 Convertible Loan Notes has been converted into ordinary shares in the Company and the balance was settled in cash.
• The outstanding 2020 loan note facility (see announcement dated 5 May 2020) (the “2020 Loan Note Facility”) has now been settled in full, in cash.

Conversion and redemption of 2019 Convertible Loan Notes

As set out above, £2.2m of the £3.8m, 2019 Convertible Loan Notes remained outstanding (part of the 2019 Convertible Loan Note was converted in February 2021 (see announcement dated 15 February 2021). The holders of the outstanding 2019 Convertible Loan Notes have now elected to convert £758,547.95 of the outstanding amount, into fully paid ordinary shares of no par value in the Company; and the remaining portion totalling £1,769,945 (including £328,493.15 of accrued interest) has been redeemed in cash.

Accordingly, the Company has today issued 18,963,699 ordinary shares of no par value at a conversion price of 4 pence per ordinary share (“Conversion Shares”) to various holders of the 2019 Convertible Loan Notes.

Settlement of loan note

As set out above, the Company’s 2020 Loan Note Facility of £2.05m and associated interest of £215,671 has been settled in full in cash.

Significant Shareholder

The Orange Trust (a substantial shareholder in AfriTin, holding 5.9% of the issued share capital of the Company) wholly owns and controls Yellow Dragon Holdings (“Yellow Dragon”), which is a company converting its 2019 Convertible Loan Notes. Accordingly, Yellow Dragon will receive 8,619,863 Ordinary Shares representing 0.8% of the issued share capital of the Company (and accordingly the total holding of the Orange Trust, both direct and indirect, is now 73,494,567 Ordinary Shares in the Company, representing 6.6% of the issued share capital of the Company).

Application for Admission

An application has been made for the Conversion Shares to be admitted to trading on AIM (“Admission”). Dealings in the Conversion Shares are expected to commence on or around 28 May 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 Conversion Shares its issued share capital will, upon Admission comprise 1,112,007,044* Ordinary Shares of no-par value (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 1,112,007,044 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 Disclosure and Transparency Rules.

*including 1,686,666 Ordinary Shares which were omitted in error in the DTR announcement of 12 May 2021

Anthony Viljoen, CEO of AfriTin Mining Limited commented:

“I would like to thank our long-standing shareholders for their support. The settlement of the long-term liabilities on our balance sheet provides the Company with a strong platform to execute its expansion and growth strategy.”

In the interview below, Anthony Viljoen provides an overview of the business and gives a snapshot of the tin market