Evrima Plc - €2 Million Convertible Loan Facility with Quatro Tree Investments

Evrima Plc - €2 Million Convertible Loan Facility with Quatro Tree Investments

PR Newswire

LONDON, United Kingdom, October 27

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY EVRIMA PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

27th October 2026

Evrima Plc (AQSE: EVA | FSE: 8HK)

("Evrima" or the "Company")

Evrima Stakes Its Claim in Europe's Critical Minerals Supply Chain

€2 Million Convertible Loan Note Facility with Quatro Tree Investments, the Buyer of Minera de Órgiva, an Operating Fluorspar Mine in Andalusia, Spain

Initial advance funded by a €150,000 five-year unsecured loan facility.

Evrima Plc (AQSE: EVA), the London-quoted natural resources investment issuer, is pleased to announce that it has entered into a €2,000,000 convertible loan note facility with Quatro Tree Investments Ltd ("QTI"), under which amounts advanced may be converted into up to 10% of the issued share capital of QTI (the "Transaction"). QTI, together with its affiliate Quattro Fluorspar Holdings B.V. ("QFH"), is the contracted buyer under a binding term sheet dated 11 October 2026 (the "BTS") to acquire 100% of Minera de Órgiva S.L. ("MdO"), the owner and operator of the Lújar, San Isidro and Lupión fluorspar mining concessions and the Lújar Norte exploration permit in Andalusia, southern Spain (together, the "MdO Project"). QTI was founded by Rudolph de Bruin, co-founder of AMED Funds.

Highlights

• Exposure to an operating, EU-based critical mineral asset: MdO is an active underground fluorspar mine and processing operation with more than 140km of historic underground development across 6-7 levels, c.43,000 tonnes per annum of run-of-mine ("ROM") ore processed, 2025 turnover of approximately €4.9 million and an established customer base across Europe, North Africa and Turkey. Fluorspar is designated a Critical Raw Material by the European Union.

• Material scale: an estimated historical fluorspar inventory of c.37 Mt at an average grade of c.24% CaF2 across the three concessions and the exploration permit, including a 13.7 Mt Measured and Indicated inventory at 23.55% CaF2 (14% cut-off) estimated by Asturmine in March 2026 for less than 20% of the Órgiva concession area (historical estimates, not yet reported under a recognised reporting code; see "Cautionary note regarding mineral resource estimates" below).

• €2,000,000 convertible loan note facility to QTI, with an initial advance of €150,000 and further advances available on the same terms, convertible into up to 10% of QTI at a fixed £20,000,000 pre-money valuation. The initial advance is funded in full by a €150,000 five-year unsecured, non-convertible loan facility bearing interest at 10% per annum payable on maturity, preserving Evrima's existing resources.

• Rudolph De Bruin: QTI's founder, co-founded AMED Funds, which has raised three funds and deployed c.US$475 million across 19 mining companies, and he brings more than 40 years of mining investment, turnaround and transaction experience.

Background to the MdO Project

• An established mine with a long production history: The Órgiva area (the Lújar and San Isidro concessions and the Lújar Norte exploration permit) in Granada Province was developed and mined by the French mining group Peñarroya from the 1950s to the late 1980s, producing both metallurgical-grade ("Metspar") and acid-grade ("Acidspar") fluorspar and employing some 300 people at peak. The Lupión concession in Almería Province, c.100km to the east, was mined for lead, zinc and fluorspar by MASA and later Minersa over the same period. Both areas were closed by 1990 following the collapse in fluorspar prices caused by a surge in Chinese exports, leaving behind extensive underground infrastructure and a large body of geological, production and metallurgical records dating back to the 1950s.

• Revived by MdO in 2010 with limited capital: MdO restarted the Lújar mine in 2010 after more than 20 years of inactivity and was producing Metspar within a year. By 2020 the operation had built a ten-year operating record, processing c.43,000 tonnes of ore, generating sales of c.€5.3 million and EBITDA of c.€0.7 million (despite COVID-19 disruption), and employing c.70 people. All mining and ore processing takes place underground, through the historic 140km+ tunnel network, with a mill and flotation plant with a processing capacity of c.180,000 tonnes per annum.

• A recapitalisation opportunity: An unsuccessful attempt in 2021 to upgrade the plant to Acidspar production, compounded by the pandemic, caused production to fall by c.70% and left MdO financially impaired, with approximately €9 million of unresolved legacy liabilities (principally c.€7.2 million nominal of creditor-bank debt). The technical team has since stabilised the plant and production has recovered towards former levels, with 2025 turnover of c.€4.9 million at an EBITDA margin of c.10%, but the business remains constrained by ageing equipment, a single-shift operation, restricted working capital and reduced staffing. It is this financial distress that creates the opportunity to acquire and recapitalise an operating mining platform at a cost materially below that of developing an equivalent greenfield project.

• Significant resource and production upside: An independent review by Asturmine (March 2026) of a small segment (<20%) of the Lújar concession estimated a Measured and Indicated inventory of 13.7 Mt at 23.55% CaF2, consistent with the grade currently processed and with zones grading up to 75% CaF2; the total historical inventory across the three concessions and the exploration permit is estimated at c.37 Mt at c.24% CaF2. The base-case mining plan prepared by AMED Capital targets a total investment of approximately €27-28 million over 12-18 months, including settlement of legacy liabilities, resource definition drilling (c.11,400m underground and c.48,750m surface), additional mining faces, sensor-based ore sorting, grid connection and processing plant upgrades, with a view to ramping up to c.342,000 tonnes per annum ROM and c.84,000 tonnes per annum of fluorspar product (Acidspar and Metspar) from 2028, which would make MdO the second largest fluorspar producer in the European Union.

Rudolph de Bruin, founder of QTI and co-founder of AMED Funds

QTI was founded by Christiaan Rudolph de Wet de Bruin ("Rudolph de Bruin"), a globally recognised and highly successful mining investor. An advocate by training, Rudolph has over 40 years' experience in mining investment, value addition and deal negotiation, during which he has led the financing, acquisition, turnaround and sale of mining assets across Africa, the United Kingdom and North America. In 2012 he co-founded AMED Funds, a specialist mining private equity manager, which has raised three funds and deployed approximately US$475 million across 19 mining companies, principally in Africa. His earlier career spans the Platmin Group, Sephaku Cement, SepFluor, Taung Gold, African Nickel and Canada Fluorspar; he has also advised on minerals and finance law across three continents, and he founded the Cape Mining Club.

Rudolph is supported by a team of seasoned mining professionals including Deon van der Mescht (a mining engineer with over 40 years' experience in mine turnarounds and project M&A across Africa and Australia), Lesley Bendig (a private equity and project funding professional with over 25 years' experience, including 15 years with UBS and Crédit Agricole), Wilson Hlangwane (a Fellow of the Geological Society of South Africa with 23 years' experience, including the build-out of the Nokeng Fluorspar Mine) and Robbie Murray (a metallurgical consultant with nearly five decades of processing plant design and optimisation experience).

Rudolph de Bruin, founder of QTI and co-founder of AMED Funds, commented:

"Fluorspar is recognised as a critical mineral in all industrialised countries and its importance is progressively growing. MdO controls a world-class fluorspar deposit that promises to become a very strategic asset in the EV race and many other applications. I look forward to working with the Evrima team to unlock the potential of this project."

Simon Grant-Rennick, Executive Chairman of Evrima, commented:

"The MdO Project is exactly the kind of opportunity Evrima was created to pursue: an operating mine, in a tier-one European jurisdiction, producing a mineral the EU has designated as critical, that has been starved of capital and can be acquired, recapitalised and scaled at a fraction of what it would cost to build from scratch. Fluorspar sits at the heart of the energy transition from lithium-ion batteries to semiconductors and aluminium, and the EU currently imports 60-70% of its requirements at a time when China, the dominant producer, has restricted exports.

We are delighted to be partnering with Rudolph de Bruin and his team, whose track record in financing and turning around mining assets over four decades speaks for itself. The structure we have agreed gives Evrima a seat at the table today, a convertible interest of up to 10% in QTI, and the time to complete our diligence and put the right capital structure in place. We look forward to updating the market as the transaction progresses."

The Company intends to:

• progress its legal, financial, tax and technical due diligence on QTI and the MdO Project, including a site visit, and the Competent Person's Report being prepared by Asturmine; and

• secure the financing required to support any further advances under the CLN Facility.

The Company will update shareholders as each of these milestones is achieved, and make no assurances that further capital can be raised to support the terms of the CLN Facility entered with QTI,

The Binding Term Sheet:

QTI, together with its affiliate Quattro Fluorspar Holdings B.V. ("QFH"), is the contracted buyer under a binding term sheet dated 11 October 2026 (the "BTS") to acquire 100% of Minera de Órgiva S.L. ("MdO"), the owner and operator of the Lújar, San Isidro and Lupión fluorspar mining concessions and the Lújar Norte exploration permit in Andalusia, southern Spain (together, the "MdO Project")

Under the BTS, signed on 11 October 2026 as an amending novation of an original agreement dated 16 April 2026, QTI and QFH (jointly and severally, the "Buyer") have agreed with the two individual shareholders of MdO (the "MdO Sellers") to acquire 100% of the 1,900 issued shares of MdO in successive tranches. The principal commercial terms are:

• Maximum consideration of €12.0 million for 100% of MdO, payable in staged milestone payments through to 31 October 2028, reducing to €6.0 million if the renewal of the Lújar concession (applied for in October 2025) has not been granted by that date. The consideration is further reduced by any undisclosed liabilities, debts, regulatory breaches or material contingencies identified in due diligence in excess of a €1.0 million threshold. MdO shares transfer to the Buyer pro rata to the consideration actually paid.

• A non-refundable, deductible option premium of €300,000, credited against the purchase price.

• Acquisition of MdO's creditor-bank debt at a substantial discount: the Buyer will acquire not less than 75% of MdO's bank debt, with c.€5.5 million nominal expected to be acquired for c.€2.75 million-€3.5m and c.€200,000 in legal and other professional expenses to fund and implement the court-sanctioned restructuring plan.

• Interim working-capital support of €300,000 to MdO, payable in three instalments of €100,000 by 31 October, 15 November and 30 November 2026, together with certain regulatory and restructuring costs, to maintain operational continuity through the restructuring. Separately, pre-ramp-up capital expenditure support between October 2026 and January 2027 is estimated at €0.5 million.

• Retention of the operating team: the two MdO Sellers, who have run the mine since 2010, are to be retained on consultancy or employment agreements for a minimum of 18 months from completion of Phase One, and the Buyer appoints an observer (and, from the first share transfer, a director) to MdO's governing body.

• Phased completion: Phase One (acquisition of the bank debt, approval and notarisation of the restructuring plan and completion of due diligence) has a longstop date of 15 January 2027. Phase Two (the staged purchase of the shares) runs to 31 October 2028, with the first share-transfer payment triggered by the filing of the restructuring plan for judicial sanction, the second by Spanish foreign direct investment ("FDI") authorisation or 31 May 2027 (whichever is earlier), and the third one year after the second share transfer or on 31 May 2028 (whichever is earlier).

Taken together, the Directors consider that the BTS terms are representative of a distressed-asset acquisition of an operating mine at a discounted value to its implied Net Present Value ("NPV"): the maximum €12.0 million purchase price, plus c.€2.75 million-€3.5m acquire and settle c.€5.5 million nominal of bank debt, secures 100% of a permitted, producing fluorspar operation with a c.180,000 tpa processing plant, 140km+ of underground development, three concessions and one exploration permit covering c.1,590 hectares and an estimated 37 Mt historical inventory, compared with the c.€27-28 million total investment programme contemplated to recapitalise and ramp up the operation, and the materially greater cost and time required to explore, permit and build an equivalent greenfield project in the EU. In addition, the staged payment structure, linked to objective legal and regulatory milestones (restructuring sanction, FDI authorisation and the Lújar renewal), defers and de-risks the deployment of capital, and the retention of the existing management team preserves operational continuity.

Terms of the CLN Facility

Convertible loan note facility. Evrima has entered into an unsecured convertible loan note facility with QTI of up to €2,000,000 (the "CLN Facility"), under which Evrima has advanced an initial €150,000 (the "Initial Advance"). Further advances may be made to QTI under the CLN Facility, at Evrima's discretion, until the end of the 120 business day exclusivity period granted by QTI, on the same terms as the Initial Advance. All amounts advanced under the CLN Facility carry a rolled-up coupon of 12.5% per annum, compounded annually, mature five years from the date of the Initial Advance, are unsecured, and are convertible, at Evrima's election, into shares in QTI at a conversion price determined by reference to a pre-money valuation of QTI of £20,000,000, subject to downward adjustment if QTI issues shares at a lower valuation, provided that Evrima's aggregate interest on conversion may not exceed 10% of the issued share capital of QTI as enlarged by the conversion. Any amount that cannot be converted because of that limit remains outstanding and is repayable at maturity. The proceeds of the CLN Facility are to be applied by QTI towards its obligations under the BTS, including the option premium and the interim working-capital support to MdO and, in the case of any further advances, the acquisition of MdO's creditor-bank debt and the staged payments for the MdO shares. Any further advance will be funded from the Company's available resources and will require the Company to access additional capital, by way of equity, debt or non-dilutive financing, including the realisation of investments within its portfolio. Evrima is under no obligation to make further advances and there can be no certainty as to the amount or timing of any further advance, or that any amount will be converted into shares in QTI.

Funding the €150,000 Initial Advance: unsecured loan facility

Evrima is pleased to announce that the Company has entered into an unsecured loan agreement (the "Loan Agreement") with AMED Capital Limited, a company incorporated in Mauritius (the "Lender"), under which the Lender has made available to the Company a loan of €150,000 (the "Loan Facility"). The Loan Facility is unsecured and non-convertible. It matures on the later of five years from drawdown and ten business days after the maturity of the CLN Facility, and bears interest at a rate of 10% per annum, which accrues and is payable, together with the principal, in a single payment on maturity. The Lender may not require repayment of the Loan Facility before maturity, save following an event of default, and the Company may prepay it on ten business days' notice without premium or penalty. At maturity, the Company may elect to repay the Loan Facility, in whole or in part, by transferring to the Lender loan notes held under the CLN Facility. The Lender is an affiliate of QTI, which was co-founded by Rudolph de Bruin, the founder of QTI. The proceeds of the Loan Facility have been applied in full to fund the Initial Advance under the CLN Facility, such that the Initial Advance has been made without recourse to the Company's cash reserves.

Cautionary note regarding mineral resource estimates

The mineral inventory and resource estimates for the MdO Project referred to in this announcement are historical estimates derived from exploration and production records of previous operators and from a preliminary inventory report prepared by Asturmine in March 2026. They have not been prepared or reported in accordance with the JORC Code, NI 43-101, the PERC Reporting Standard or any other recognised reporting code, a Competent Person has not done sufficient work to classify them as current mineral resources or reserves, and neither the Company nor QTI is treating them as current mineral resources or reserves. They are included for information purposes only, as an indication of the exploration and development potential of the MdO Project. Further infill drilling, sampling and analysis are required to verify them and there can be no assurance that any such work will result in the definition of a code-compliant mineral resource. The production, investment and ramp-up targets referred to are based on a preliminary base-case mining plan prepared by AMED Capital and are not based on a code-compliant mineral resource or reserve estimate or on any feasibility study.

Forward-looking statements

This announcement contains forward-looking statements relating to the Company, QTI and the MdO Project, including statements regarding the CLN Facility, the completion of the acquisition of MdO under the BTS, the restructuring of MdO's liabilities, future production, investment and financing. Such statements involve known and unknown risks and uncertainties, many of which are outside the control of the Company, and actual results may differ materially from those expressed or implied. No representation or warranty is given as to the achievement or reasonableness of any such statements and the Company undertakes no obligation to update them except as required by law or regulation.

The person responsible for arranging the release of this announcement on behalf of the Company is Burns Singh Tennent-Bhohi, Chief Executive Officer.

About Evrima Plc

Evrima Plc is a London-quoted investment issuer, admitted to trading on the AQSE Growth Market (AQSE: EVA) and on the Frankfurt Stock Exchange. The Company's investment mandate is to identify undervalued opportunities in the natural resource sector and to structure strategic investment transactions that provide exposure to assets with significant revaluation potential through the application of capital, management and structure. Further information is available at www.evrimaplc.com.

Enquiries:

Company

Burns Singh Tennent-Bhohi (CEO & Director) [e-mail]

Simon Grant-Rennick (Executive Chairman & Director)[e-mail]

Bowsprit Partners Limited (Corporate Adviser)

John Treacy / Luis Brime [phone]

About Minera de Órgiva S.L.

Minera de Órgiva S.L. is a private Spanish mining company that owns and operates the Lújar (30,411), San Isidro (30,785-1) and Lupión (40,644-1) underground fluorspar mining concessions and the Lújar Norte (30,798-1) exploration permit in the provinces of Granada and Almería, Andalusia, within the mineral-rich Alpujárride Complex. The contiguous Lújar and San Isidro concessions and Lújar Norte exploration permit are operated as a single underground mine and processing site in the Sierra de Lújar, c.90km from Málaga international airport and connected by road to the ports of Motril, Algeciras and Almería. Fluorspar (calcium fluoride, CaF2) is the principal feedstock for hydrofluoric acid and is essential to lithium-ion battery, refrigerant, semiconductor, aluminium, steel and cement production. It is designated a Critical Raw Material under the EU Critical Raw Materials Act 2024, and Spain's National Critical Raw Materials Strategy, approved in March 2026, has pledged €414 million of support for domestic mineral exploration and development.

Glossary

Term	Meaning
Acidspar	Acid-grade fluorspar (=97% CaF2), the feedstock for hydrofluoric acid used in lithium-ion batteries, refrigerants, semiconductors and aluminium production
Metspar	Metallurgical-grade fluorspar (60-85% CaF2), used as a flux in steelmaking, foundries and cement
CaF2	Calcium fluoride (fluorite / fluorspar)
Mt / tpa	Million tonnes / tonnes per annum
ROM	Run-of-mine ore, as mined and before processing
Measured and Indicated	Categories of mineral inventory used in the Asturmine March 2026 report (Measured =25m, Indicated 25-50m from sampling); not reported under a recognised reporting code

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