Jubilee Metals Group PLC announced that it has secured one of the largest copper waste rock assets on surface in Zambia and has formed a strategic partnership with International Resources Holding RSC Limited ("IRH"). IRH is affiliated to the Abu Dhabi conglomerate, International Holding Company PJSC ("IHC"), the most valuable listed holding company in the United Arab Emirates, and the second-most valuable in the Gulf Cooperation Council region. The Waste Rock Project is located in Zambia's Northern Copperbelt and is estimated to hold in excess of 350 million tonnes of material.

Copper results based on historical exploratory sampling of the material as well as preliminary surface sampling conducted by Jubilee, indicates the existence of extensive zones with grades higher than 1.5% copper. The Waste Rock Project aligns with the targeted roll-out of Jubilee's modular copper processing units. Jubilee has furthermore executed a binding funding term sheet as well as a framework and joint venture agreement with IRH to establish a SPV to fund the acquisition and implementation of the Waste Rock Project.

This Waste Rock Project is a significant step towards Jubilee's ongoing commitment to sustainable extraction and value creation in the region. The Transaction, and the strategic partnership with IRH, marks the culmination of 4 years' of work by the Jubilee team. Jubilee's reputation and relationships in Zambia, coupled with its proven expertise in metals processing, in alignment with IRH's strategy to build a portfolio of strategic mineral assets, has created this unique opportunity to generate value from these historical waste dumps.

Under the terms of the binding term sheet and the framework and joint venture agreement, the parties commit to the establishment of a new SPV to house the Waste Rock Project. Subject to due diligence, it is intended that all rights to the Waste Rock Project will be ceded from Jubilee to the SPV. The SPV will be managed through a joint executive committee with equal representation by Jubilee and IRH, with Jubilee appointing the chairman of the executive committee.

It is expected that the SPV will acquire the Waste Rock Project through funding provided by IRH and will reimburse Jubilee for all costs incurred directly related to the development of the Waste Rock Project as well as any funding provided towards the acquisition of the Waste Rock Project prior to the implementation of the SPV. Additionally, IRH will supply the necessary funding to the SPV for the implementation of the Waste Rock Project, contingent upon the approval of the executive committee and the implementation schedule prepared by Jubilee. The funding provided by IRH to the SPV will take the form of a shareholder loan.

Repayment by the SPV of the shareholder loan is contingent upon the SPV first achieving a threshold cumulative net earnings with the SPV's repayment of the shareholder loan limited to a maximum percentage of net earnings, ensuring that the majority of earnings are distributed to the equity holders of the SPV. Jubilee will assume responsibility for the day-to-day operations of the SPV and will provide technical expertise and services at a mutually agreed-upon fee. Jubilee will be appointed by the SPV to develop, design, implement, and operate the Waste Rock Project.

Ownership of the SPV will be held jointly, with Jubilee owning a minimum of 30%. According to the terms outlined in the binding funding term sheet, IRH and Jubilee commit to completing the implementation of the SPV and associated appointments before 30 January 2024 with funding provided within five business days thereafter subject only to IRH completing its due diligence. This Waste Rock Project strategically leverages the substantial copper content within the waste material deposited on surface from historical mining activity.

The project offers a unique long-term production capacity that supports Jubilee's copper growth targets. It aligns with Jubilee's strategic goals for regional expansion and resource optimisation in Zambia, effectively turning what was traditionally considered industry waste into a valuable asset. The waste rock resource was formed over 60 years' of mining where the overburden material and ore regarded as too low grade at the time, was discarded onto the waste rock dump in favour of processing higher grade copper ore.

Jubilee's technical services are preparing a preliminary mining plan and have modelled the initial implementation of four processing modules. Alternatives of whether the project is developed by sequential construction of copper processing modules or on an accelerated construction schedule are being considered. The Transaction secures the sole right to Jubilee (which it expects will be ceded to the SPV with IRH) to purchase all rights pertaining to the waste rock material for a total consideration of USD 30 million, which includes a combination of mining rights and other services currently owned by a private company and its shareholders.

The total value of USD 30 million is payable over 18 months from the effective date of the Agreement. An initial payment of USD 1.75 million, followed by quarterly payments commencing 75 working days ("Initial Period") after the first payment. Jubilee retains the right to cancel the transaction during the Initial Period in the event of any material changes being discovered in the disclosures made.

Jubilee intends to complete an extensive drilling and sampling campaign to improve the resource definition. Processing development work will also be continued within the Initial Period. The focus will be to expedite the project implementation and commencement of copper production.