Genmin Raises A$3 Million in Director Loans to Propel Baniaka Iron Ore Project Development

Genmin Implements Two Arm’s Length Director Loan Agreements for Immediate Capital

Genmin Limited has entered into two unsecured, arm’s length loan agreements to secure immediate working capital as it progresses the Baniaka iron ore project in Gabon. The first loan of A$0.5 million was arranged with Injiview Pty Ltd, related to Executive Chair Greg Lilleyman, and the second loan of A$2.5 million with Harry Belle Holdings Pty Ltd, related to non-executive Director John Hodder. Both loans share identical commercial terms, underscoring their arm’s length nature.

This dual-loan structure provides Genmin with A$3.0 million in funding capacity, available for immediate drawdown to support general working capital needs. The loans are unsecured to prevent shareholder dilution during this development phase. Interest accrues at 12% per annum, capitalized quarterly if unpaid, with an additional 2% penalty on overdue amounts, which may be capitalized monthly. Repayment in cash is due by 30 June 2027 or a later mutually agreed date.

Advancing Baniaka Project: Progress and Strategic Goals

Genmin is actively advancing Baniaka, its 100% owned flagship iron ore project located in south-east Gabon. The company is finalizing the Baniaka PFS Addendum and negotiating amendments to the integrated rail and port agreement with a Gabonese service provider, in coordination with the Gabon Government. These efforts are essential to securing full project funding and finalizing the development execution plan. Concurrently, Genmin is engaging multiple strategic investors and financiers to fund Baniaka Phase 1, targeting a 5 million tonne per annum high-grade iron ore operation.

Baniaka has secured significant regulatory and operational approvals, including a Certificate of Environmental Conformance and a 20-year large-scale mining permit issued by the Gabon Government. A Mining Convention with the government further authorizes construction and operation. Positioned near Franceville, the project benefits from proximity to existing bulk commodity transport and renewable energy infrastructure with long-term access agreements. Baniaka also has defined JORC Mineral Resource and Ore Reserve estimates with considerable potential resource expansion.

Utilization of Funds and Working Capital Flexibility

The A$3.0 million director funding offers Genmin immediate working capital to maintain momentum during this critical development stage. Funds can be drawn immediately for general working capital while the company secures project build funding for Baniaka Phase 1. This approach enables continued progress on the PFS Addendum, infrastructure negotiations, and investor engagement without necessitating an equity raise that would dilute shareholders prematurely.

CEO Andrew Taplin highlighted that the director loans from Greg Lilleyman and John Hodder demonstrate strong confidence in Baniaka’s quality and Genmin’s long-term strategy. The Board views these facilities as an efficient short-term funding source that preserves project momentum without immediate shareholder dilution, especially as strategic investor and financier negotiations advance.

Loan Conditions, Interest, and Equity Conversion Option

Both loans from Injiview Pty Ltd and Harry Belle Holdings Pty Ltd carry identical terms: 12% annual interest capitalized quarterly if unpaid, with a 2% per annum penalty on overdue amounts capitalized monthly. Principal and capitalized interest are repayable in cash by 30 June 2027 or later if agreed. The loans are unsecured, lacking collateral against Genmin’s assets or the Baniaka project.

Importantly, the agreements include a provision allowing potential future conversion of loan amounts into equity, subject to regulatory and shareholder approvals. This flexibility enables Genmin to refinance debt as equity following project financing or strategic partnership finalization. The agreements also include mandatory prepayment clauses triggered by changes in control, ownership structure, or disposal of Baniaka assets unless lender consent is obtained, protecting lender interests.

Genmin’s Gabon Operations and Project Portfolio

Genmin Limited, listed on the ASX, is an emerging African iron ore producer with a substantial project portfolio in Gabon. The company holds 100% interests in three projects, including one granted exploitation license and four exploration licenses covering about 4,469 square kilometers. This extensive landholding positions Genmin well within a jurisdiction gaining international interest for mineral resources and infrastructure development.

Besides Baniaka, Genmin’s portfolio includes the nearby Bakoumba iron ore project in south-east Gabon, forming an iron ore hub near Franceville. The Bitam project in north-west Gabon, near Oyem, offers polymetallic exploration potential. The geographic concentration of these projects adjacent to existing transport and energy infrastructure provides potential synergies and economies of scale as Genmin advances Baniaka and evaluates broader development opportunities.

Strategic Investor Engagement and Project Financing Pathway

Genmin is actively negotiating with multiple strategic investors and project financiers to secure full funding for Baniaka Phase 1. These discussions are integral to the company’s near-term strategy and proceed alongside technical and regulatory project advancements. The director loans provide a bridge allowing these negotiations to mature and enabling Genmin to present a finalized, optimized development plan rather than raising capital prematurely based on incomplete assessments.

The timing of this funding aligns with finalizing the Baniaka PFS Addendum and amending the integrated rail and port agreement with the Gabonese service provider and government. These milestones will shape the final development and financing strategy. Interim director funding avoids a dilutive equity raise before these deliverables and investor discussions progress significantly. The next step involves presenting finalized plans and confirmed infrastructure arrangements to prospective funders and investors to secure project build capital.

Baniaka Production Targets and Development Outlook

Genmin plans to commence Baniaka production at 5 million tonnes per annum, with a phased scale-up to at least 10 million tonnes per annum. This approach establishes a sustainable high-grade iron ore operation initially, expanding as market and project conditions permit. The starter operation represents a significant direct-shipping iron ore asset in a region with limited existing production. Production targets were detailed in the 16 November 2022 announcement "Positive Baniaka PFS," available at www.genmingroup.com/investors/asx-announcements.

Genmin confirms no new information materially alters prior production targets or resource and reserve estimates. The company has advanced Baniaka throughout 2026, with PFS Addendum finalization and infrastructure negotiations as key upcoming milestones. These efforts will inform the final development and financing plan for presentation to strategic investors and financiers.

Preserving Shareholder Value While Sustaining Project Progress

The A$3.0 million director loan structure was crafted to provide interim capital without an immediate equity raise that would dilute shareholders. This reflects the current development stage, where critical technical, regulatory, and commercial activities are underway but not yet at a stage warranting a major capital raise. Accessing director funding allows Genmin to bridge to the next funding milestone with finalized project parameters, infrastructure agreements, and ideally binding strategic or financing commitments.

The Board’s acceptance of director loans over an immediate equity raise signals confidence in the project and a strategic decision to avoid premature dilution. The unsecured loans at 12% interest reflect the interim nature and project risk. The repayment deadline of 30 June 2027 aligns with expected completion of major development activities and financing discussions.

Governance and Regulatory Oversight of Director Loans

Both director loan agreements were negotiated at arm’s length and approved by Genmin’s Board. Terms reflect market-standard unsecured short-term lending, including 12% annual interest, quarterly capitalized unpaid interest, 2% penalty on overdue amounts, and repayment by 30 June 2027. Board approval ensures governance oversight of the director funding.

The agreements include provisions for potential future equity conversion subject to regulatory and shareholder approvals, ensuring any debt-to-equity conversion undergoes appropriate scrutiny. Mandatory prepayment clauses triggered by changes in control, ownership, or asset disposals protect lender interests, preventing subordination without lender consent.