Pan African Resources Plc - Update on proposed acquisition of Emmerson Resources

Pan African Resources Plc – Update on proposed acquisition of Emmerson Resources

PR Newswire

LONDON, United Kingdom, May 08

Pan African Pan African Resources Funding
Resources PLC Company Limited

(Incorporated Incorporated in the Republic of
and South Africa with limited
registered in liability
England and
Wales under Registration number:
the Companies 2012/021237/06
Act 1985 with
registered Alpha code: PARI
number
3937466 on 25
February
2000)

Share code on
LSE: PAF

Share code on
JSE: PAN

ISIN:
GB0004300496

ADR ticker
code: PAFRY

(«Pan
African» or
the «Company»
or the
«Group»)

UPDATE ON PROPOSED ACQUISITION OF EMMERSON RESOURCES

Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the same meanings ascribed thereto in the announcement
published by Pan African on 9 March 2026 (Announcement).

1. Introduction

Shareholders are referred to the Announcement, in terms of which the Company
advised, inter alia, that it had entered into a binding Scheme Implementation
Deed (SID) with Emmerson Resources Limited (ASX:ERM) (Emmerson) under which it
is proposed that Pan African, or its nominee, will acquire 100% of the issued
shares in Emmerson by way of an Australian Court approved scheme of arrangement
(Scheme) in accordance with Part 5.1 of the Corporations Act 2001 (Cth)
(Proposed Acquisition). Subsequently, on 21 April 2026, Pan African nominated
Tennant Consolidated Mining Group Pty Ltd (TCMG), a wholly owned subsidiary of
Pan African to acquire Emmerson shares and entered into deed of amendment,
restatement and accession to give effect to TCMG acquiring the Emmerson shares
under the Scheme. Other than amendments necessary to give effect to TCMG being
the nominee acquiring the Emmerson shares under the Scheme, the material terms
and conditions of the SID and Scheme remain unchanged.

Under the terms of the Scheme, Emmerson shareholders will be entitled to receive
0.1493 new Pan African shares (in the form of ASX-listed Pan African CHESS
Depositary Interests (CDIs)) for each Emmerson share held on the Record Date (as
defined in the SID) (Scheme Consideration).

Furthermore, in conjunction with the Scheme, Pan African will seek to list on
the Australian Securities Exchange (ASX) by way of a foreign exempt listing,
providing Emmerson shareholders with the ability to trade Pan African CDIs on
the ASX. Pan African’s shares will continue to trade, as a dual primary issuer,
on the London Stock Exchange and Johannesburg Stock Exchange following the
proposed ASX listing.

As mentioned in the Announcement, the Proposed Acquisition constitutes a
category 2 transaction in terms of the JSE Listings Requirements for Pan African
and accordingly Pan African shareholder approval is not required, nor is any
other action required by Pan African shareholders prior to its implementation.
Implementation of the Proposed Acquisition however remains subject to certain
conditions precedent, including approval of at least 75% of all votes cast by
Emmerson shareholders, as well as a majority by number of all Emmerson
shareholders present and voting (in person or by proxy) on the Scheme, at a
meeting of Emmerson shareholders to be convened to consider the Scheme (Scheme
Meeting).

2. Emmerson Scheme Booklet

Shareholders are advised that Emmerson has, today, registered its Scheme Booklet
with the Australian Securities and Investments Commission (ASIC), and the Scheme
Booklet will be sent to Emmerson shareholders following the receipt of orders
from the Supreme Court of Western Australia on 8 May 2026 to despatch the Scheme
Booklet and convene the Scheme Meeting to conduct a vote. The Court has also
ordered that a second court hearing, should the Emmerson shareholders approve
the Scheme, will take place on 19 June 2026, to approve the Scheme. The Scheme
Booklet contains, inter alia, the full terms and conditions of the Scheme and
information pertaining to Emmerson, Pan African and the enlarged group, being
Pan African and its subsidiaries, including the Emmerson group, following
implementation of the Scheme (Enlarged Group),. A copy of the Scheme Booklet is
available on Emmerson’s website www.emmersonresources.com.au.

For more information on the Scheme/Proposed Acquisition and information
regarding, inter alia, the Enlarged Group please refer to the Announcement and
the Scheme Booklet.

3. Enlarged Group Pro-Forma Information

As mentioned above, the Scheme Booklet contains information pertaining to
Enlarged Group, including the pro-forma historical statement of financial
position of the Enlarged Group as at 31 December 2025 (Enlarged Group Pro-Forma
Financial Information).

The Enlarged Group Pro-Forma Financial Information has been prepared in order to
give an indication of the financial position of the Enlarged Group as if the
Proposed Acquisition had been implemented as at 31December2025.

The Enlarged Group Pro-Forma Financial Information has been prepared for
illustrative purposes only and because of its nature, it may not fairly present
the financial position of the Enlarged Group if it had operated on a combined
basis as at that date. It is likely this information will differ from the actual
financial information of the Enlarged Group. The Enlarged Group Pro-Forma
Financial Information does not give effect to the potential impact of current
financial conditions or any anticipated revenue enhancements, cost savings or
operating synergies that may result from the implementation of the Proposed
Acquisition and the integration of the two entities.

The Enlarged Group Pro-Forma Financial Information has been prepared by the
management of Pan African with input from the management of Emmerson and is the
responsibility of the Pan African Board. The Enlarged Group Pro-Forma Financial
Information has not been reviewed nor audited by Pan African’s auditors.

The Enlarged Group Pro-Forma Financial Information has been prepared in
accordance with IFRS® Accounting Standards as issued by the International
Accounting Standards Board, the Guide on Pro forma Financial Information issued
by the South African Institute of Chartered Accountants and the JSE Listings
Requirements and in a manner consistent with Pan African’s accounting policies
applied by Pan African in preparing the unaudited interim financial statements
for the half-year ended 31 December 2025 and Pan African’s audited annual
financial statements for year ended 30 June 2025.

The actual adjustments to Pan African’s financial statements will depend upon a
number of factors and additional information that will be available on or after
the implementation of the Proposed Acquisition. Accordingly, the actual
adjustments that will appear in the Pan African Group’s financial statements
will differ from these pro forma adjustments, and those differences could impact
the Enlarged Group Pro-Forma Financial Information. For instance, the actual
value of the consideration for the Proposed Acquisition of will be measured
based upon the value of the new Pan African Shares at close of trading on the
Implementation Date. A number of factors may impact the actual financial
position of the Enlarged Group, including but not limited to: (i) successful
implementation of the Scheme and ultimate timing of that implementation; (ii)
differences between the estimated amount of transaction costs and the amount
ultimately incurred; and (iii) changes in the Pan African Share price as the
Scheme Consideration will be calculated on the day the Scheme is implemented.

The table below provides the pro forma financial effects of the Proposed
Transaction on the net asset value per Pan African Share and tangible net asset
value per Pan African Share as at 31 December 2025, which is derived from the
Enlarged Group Pro-Forma Financial Information contained in the Scheme Booklet.

+——————————-+————-+————–+—————–+
| |Pan African |Enlarged Group|Percentage change|
+——————————-+————-+————–+—————–+
| |31 Dec 2025 |31 Dec 2025 | |
+——————————-+————-+————–+—————–+
| |Reported1 |Pro forma2 | |
+——————————-+————-+————–+—————–+
|Net asset value per share3 (US$|33.90 |43.51 |28.35% |
|cents) | | | |
+——————————-+————-+————–+—————–+
|Tangible net asset value per |27.39 |25.48 |(6.97%) |
|share4 (US$ cents) | | | |
+——————————-+————-+————–+—————–+
|Pan African ordinary shares in |2,333,671,529|2,436,912,099 | |
|issue | | | |
+——————————-+————-+————–+—————–+
|Treasury shares4 |(306,358,058)|(306,358,058) | |
+——————————-+————-+————–+—————–+
|Pan African ordinary shares in |2,027,313,471|2,130,557,041 | |
|issue, excluding treasury | | | |
|shares | | | |
+——————————-+————-+————–+—————–+

Notes:

1. The financial information included in the column has been derived from Pan
African’s unaudited condensed consolidated interim financial results for the six
months ended 31 December 2025 (Pan African’s Interim Results) as published on 18
February 2026.
2. The financial information included in the column reflects the financial
information derived from Pan African’s Interim Results, adjusted for the
Proposed Acquisition, including the issue of 103,240,570 Pan African Shares, as
consideration, to Emmerson shareholders at an implied issue price of US$2.27
(using the closing price of Pan African Shares (£1.68 per Pan African Share) on
the LSE on 17April2026) per Pan African Share, resulting in total deemed
consideration of approximately US$234.2 million. Further information regarding
the adjustments is included in section 7.8 of the Scheme Booklet.
3. Net asset value per share is determined as total assets (non-current assets
plus current assets) less total liabilities (non-current liabilities plus
current liabilities), divided by the total number of Pan African Shares in
issue, excluding treasury shares.
4. For IFRS purposes only, the 306,358,058 Pan African shares held by PAR Gold
Proprietary Limited are treated as treasury shares.
5. Tangible net asset value per Share is determined as net asset value less
goodwill and other intangible assets (such as mineral rights and exploration
assets), divided by the total number of Pan African Shares in issue, excluding
treasury shares.

Pan African shareholders are referred to section 7.8 of the Scheme Booklet for
more information.

4. Indicative timetable

The Scheme Meeting of Emmerson shareholders to approve the Scheme will be held
on Monday, 15June2026. Subject to the conditions of the Scheme being satisfied,
or waived (as permitted), the Scheme is expected to be implemented in accordance
with the following indicative timetable:

*All stated dates are indicative only and subject to change. Any changes to the
above timetable will be announced and will be available under Pan African’s and
Emmerson’s profiles on their relevant exchanges.

Rosebank

[·] 2026

For further information on Pan African, please visit the Company’s website at

www.panafricanresources.com

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