The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service (RIS), this inside information will be in the public domain.

2 August 2024

Andrada Mining LimiteD

("Andrada" or the "Company")

UTMC ownership restructuring concluded

Disposal of ML129 completed

Issue of Equity

Issue of shares in lieu of cash interest payment on Convertible Loan Notes

Further to the announcement of 27 June 2024, Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), the critical raw materials producer with mining and exploration assets in Namibia, is pleased to announce completion of the UTMC ownership restructuring and the associated issue of the SMU Shares and the Sinco Shares, as defined below. The Company has also disposed of licence ML129 as part of this transaction. In addition, the Company confirms it has today issued the Convertible Loan Note Shares to convertible loan holders in lieu of interest cash payments on those Convertible Loan Notes (all as defined below).

UTMC Restructuring Concluded

As set out above, the Directors confirm, that following completion of all conditions Andrada has concluded the ownership restructuring of its subsidiary, Uis Tin Mining Company Limited ("UTMC") (the "Acquisition") by acquiring the shares in UTMC it did not own from the Small Miners of Uis ("SMU"). UTMC is Andrada's operational Namibian entity and now owns 100% of the Company's Lithium Ridge and Uis mining licences (ML133 and ML134) (the "Licences"). At the same time UTMC has disposed of ML129 as part of the consideration for the Acquisition.

Full details of the Acquisition are set out in the announcement dated 27 June 2024. The agreed terms of the Acquisition are as follows.

§ The issue by Andrada of Ordinary Shares to the SMU for a total value of NAD12 million (£515 891) ¹ using a 30-day VWAP on the date prior to the completion of the Acquisition.  

§ NAD18 million (£774 174) ¹ total cash payment to be paid by Andrada Namibia to SMU by way of 240 monthly payments of NAD75 000.

§ Transfer of Andrada Namibia's 85% interest in ML 129 to the SMU.

§ The transfer of 5% of the shares on behalf of SMU in UTMC to Sinco Investments Five (Pty) Limited ("Sinco").

Details of the SMU consideration shares

As set out above, as part of the consideration for the Acquisition, SMU has been issued 13 651 560 Ordinary Shares (the "SMU Shares") at a price of 3.7688p per Ordinary Share, for the value of NAD12 million (£514 500) ¹. The price was calculated using the 30-day VWAP on 31 July 2024 being the day prior to the completion of the Acquisition, as set out in the Acquisition agreement. 

Exercise of Sinco option

In addition, Andrada was granted an option over the shares that had been transferred to Sinco as part of the consideration for the transaction. Now that the Acquisition Documentation has been completed, Andrada has exercised its option to acquire the remaining 5% of UTMC held by Sinco thereby taking full ownership of the Company's Lithium Ridge and Uis mining licences (ML133 and ML134). The exercise consideration payable is the issue by Andrada of Ordinary Shares in the Company for a total value of NAD24 million (£1 029 000) ¹ at a price of 3.3035p per Ordinary Shares using a 10-day VWAP as on the date prior to the completion of the Acquisition, as set out in the relevant Option Agreement. Accordingly, Sinco has been issued 31 148 782 Ordinary Shares (the "Sinco Shares").

Issue of Equity to Convertible Loan Note Holders

Further to the announcement of 18 July 2023, the Company has today issued 28 436 506 ordinary shares in the Company at a price of 3.3035 p per ordinary share to convertible loan holders in lieu of interest cash payments (the "Convertible Loan Note Shares"). On 18 July 2023, the Company issued 77 unsecured convertible loan notes ("Convertible Loan Notes") of £100 000 each for a total value of £7.7 million. The proceeds from the Loan Notes were utilised to complete the lithium pilot plant and tantalum circuit.

Further details on the Loan Notes

The Loan Notes have a three-year term to 20 July 2026 and an interest rate of 12% per annum. The interest must be paid within 15 days of each relevant anniversary issue date (being, in each year, 21 July). The interest is payable either in cash or by the issue of ordinary shares at a price equivalent to the 30-day VWAP prior the anniversary date being 21 July 2024 for a total interest payment of £939 400. By way of an addendum signed on 31 July 2024 it was agreed that the 30-day VWAP would be calculated by reference to 31 July 2024.

Admission of shares on AIM

Application has been made to the London Stock Exchange for admission of the SMU Shares, Sinco Shares and the Convertible Loan Note Shares (being a total of 73 236 848 Ordinary Shares) to trading on AIM. It is expected that admission will become effective and dealings in all the shares will commence on AIM at 8.00 a.m. on 8 August 2024. The SMU Shares, Sinco Shares and Convertible Loan Note Shares have been issued fully paid and rank pari passu in all respects with the Company's existing Ordinary Shares.

Total voting rights

Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 1 653 487 606 with voting rights. This figure may be used by shareholders 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 Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

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About Andrada Mining Limited

Andrada Mining Limited is listed on the London Stock Exchange (AIM) with mining assets in Namibia, a top-tier investment jurisdiction in Africa. Andrada strives to produce critical raw materials from a large resource portfolio, to contribute to a more sustainable future, improved lives and the upliftment of communities adjacent to its operations. Leveraging its strong foundation in Namibia, Andrada is on a strategic path to becoming a leading African producer of critical metals including lithium, tin and tantalum. These metals are important enablers of the green energy transition, being essential for components of electric vehicles, solar panels and wind turbines.