Kodal Minerals announce an agreement between Kodal Minerals, Kodal Mining UK Limited (KMUK), the Bougouni Lithium Project joint venture company 49% owned by Kodal, Hainan Mining Co Ltd. (Hainan and with its subsidiaries Hainan Group which owns 51% of KMUK) and Suay Chin International Pte Limited (Suay Chin) to terminate the Right of First Refusal (ROFR) granted to Suay Chin, as part of its original investment in Kodal in 2017, over 80% of the spodumene product produced at the Bougouni Lithium Project in Southern Mali. As announced on the 15 November 2023, Kodal and the Hainan Mining Group (Hainan) entered into a joint venture development agreement for the Bougouni Lithium Project, with both parties consequently being shareholders of KMUK, 49% owned by Kodal and 51% by the Hainan Group. KMUK was established as a UK registered company as the development vehicle for the Bougouni Lithium Project.

As part of the transaction, Kodal initially granted the right to Hainan to finalise a spodumene off-take agreement at market price for the available 20% of spodumene concentrate to be produced form the project and agreed to work with Hainan to secure the release of Suay Chin's ROFR. KMUK has now finalised negotiations with Suay Chin to release the ROFR over the spodumene concentrate for a two-stage termination payment totalling US$14 million to be paid by KMUK in two instalments, as set out in more detail below. This allows Kodal and KMUK to enter into negotiations with the Hainan Group to finalise an offtake agreement with Hainan for 100% of the spodumene product produced at the Bougouni Lithium Project.

It has been agreed between Kodal and Hainan that any offtake agreement reached between KMUK and Hainan Group will be based on market prices for spodumene and will require express written approval from Kodal Minerals as shareholder of KMUK. The offtake agreement with Hainan will initially relate to spodumene production from the Stage 1 Dense Media Separation (DMS) processing plant. The agreement reached between Kodal, KMUK, Suay Chin and Hainan provides that the original agreement between Suay Chin and Kodal relating to the proposed offtake agreement and Right of First Refusal signed on 7 May 2017, will be terminated for a total termination fee of USD 14 million payable by KMUK in two instalments: USD 7 million to be paid within 10 business days of the signing of an offtake agreement between KMUK and Hainan (as approved by Kodal Minerals as KMUK shareholder); USD 7 million to be paid within 10 days of the first shipment of spodumene concentrate from the Bougouni Lithium Project, or on 31 October 2024, whichever date is earlier.