Saudi Arabian Mining Company (Ma'aden) announced signing a Joint Venture Agreement on January 10, 2023 corresponding (17/06/1444) with the Public Investment Fund (the PIF) to establish a company (the New Company) to invest in mining assets internationally to secure strategic minerals. Pursuant to the joint venture agreement, Ma'aden will hold 51% stake and PIF will hold 49% stake in the New Company. The New Companys initial paid-up capital will amount to SAR 187,500,000.

Ma'aden will finance its share of this investment, totaling SAR 95,625,000, from its own resources. Also, Ma'aden and PIF agree that if additional funding is required as the business of the New Company develops, that Ma'aden and PIF shall fund the New Company in an amount up to SAR 11,952,205,880 by way of capital increases or otherwise as agreed between Ma'aden and PIF. Hence, Ma'adens maximum contribution shall be SAR 6,095,625,000., unless Ma'aden and PIF agree otherwise in the future.

The Joint Venture Agreement contains customary clauses including condition precedents which must be fulfilled prior to establishing the New Company and other clauses in relation to the management, funding, exit mechanics, restrictions on transfer of shares and other customary clauses. The New Companys strategy will initially be to invest in the iron ore, copper, nickel, and lithium sectors as a non-operating partner taking minority equity positions. This will provide physical offtake of critical minerals to ensure supply security for domestic minerals downstream sectors and positioning Saudi Arabia as a key partner in global supply-chain resilience.

The New Company is expected to have a positive overall financial impact on Ma'aden in the long term. Ma'aden will announce the material developments in this regard in a later stage. PIF is considered a related party as it is the largest shareholder in Ma'aden (with 67.18% ownership) and the following Board of Directors have indirect interest as representatives of the PIF: H.E. Yasir Al-Rumayyan, H.E. Khalid Al-Mudaifer, Dr. Mohammed Al-Qahtani, Mr. Richard O'Brien, Dr. Ganesh Kishore and Ms. Sofia Bianchi.

Therefore, this transaction shall be subject to a vote to authorize the transaction from Ma'adens.