East Africa Metals Inc. Announces MOU for the development of the Magambazi/Handeni mining project in Tanzania
777 Dunsmuir Street
PO Box 11108, Vancouver, BC, Canada V6E 3P3
Tel: 604.488.0822
Web: www.eastafricametals.com
NEWS RELEASE
East Africa Metals Inc. Announces MOU for the development of the
Magambazi/Handeni mining project in Tanzania
Vancouver, British Columbia – August 15 , 2025 – East Africa Metals Inc. (TSXV: EAM) ( “EAM ” or the
“ Company ”), is pleased to announce that the Company has entered into a binding Memorandum of
Understanding (“MOU”) with Ubora Minerals Company Limited (“Ubora”) to acquire and develop the
Company’s Magambazi and Handeni mining project in Tanzania. Ubora is a subsidiary company of
Anchises Capital Precious Metal Fund LLC (“Anchises”) , which holds 50,200,000 common shares of the
Company, representing approximately 18.66% of the Company’s issued and outstanding shares.
Accordingly, Ubora is a “Non - Arm’s Length Party” of the Company, as defined under the policies of the
TSX Venture Exchang e.
Terms of the MOU include:
Cash payment of US$1.0 million upon signing of a d efinitive a greement that replaces the MOU
(a “Definitive Agreement”) , in lieu of US$1.7 million owed to EAM by PMM Mining Company
Limited (“PMM”) .
4% Net Smelter Returns royalty, subject to annual minimum royalty, advanced royalties, and
cumulative 10 - year guarantee payment terms.
Buyout of PMM’s interest in the Magambazi/Handeni project.
Project development within 48 months after obtaining all necessary approvals and acquiring
control of the project, as required by applicable regulatory authorities.
A minimum annual production rate of 40,000 ounces of gold within 48 months of commercial
production.
In October 2020, the Company signed a Share Purchase Agreement and Gold Purchase Agreement with
PMM, a Tanzanian private company, to develop the Magambazi mining project. In December 2022 due
to PMM’s lack of performance, non - compliance with the terms and conditions of the Mining License
Agreement respecting the project and a litany of breaches to PMM’s agreements with the Company, the
Tanzanian Ministry of Minerals suspended PMM’s operations at the project site and the renewal of the
mining licenses. Since that time EAM’s management has been engaged with the Tanzanian government
and PMM to resolve issues inhibiting the development of commercial mining operations at Magambazi.
I n August 2024, the Tanzanian Government intervened again to mediate a resolution to PMM’s non -
compliance. The Minister of Minerals imposed a process under which EAM and PMM were instructed to
engage in discussions and develop an MOU to mutually agree on appointing a third - party developer to
advance the Magambazi Project.
The MOU and the transaction represented thereunder is subject to a number of conditions, including
approval by the Tanzanian Mining Commission and other relevant government authorities, the entering
of a Definitive Agreement , and approval of the TSX Venture Exchange .
2
As noted above, Ubora is an affiliate of Anchises, and accordingly the transaction contemplated in the
MOU is a “related party transaction” as defined under Multilateral Instrument 61 - 101 (“MI 61 - 101”).
The transaction is exempt from the formal valuation requirement under MI 61 - 101 because no securities
of the Company are listed on any of the markets specified in Section 5.5(b) of MI 61 - 101 and is exempt
from the minority shareholder approval requirement under MI 61 - 101 because the aggregate fair
market value of the transaction d oes not exceed 25% of the Company’s market capitalization.
About East Africa Metals Inc.
The Company's principal assets include a 30% Net Profits Interest in the Mato Bula and Da Tambuk mines
(collectively "Adyabo Property") and a 70% project interest in the Harvest polymetallic VMS Exploration
Project in the Tigray Region of Ethiopia. In addi tion, the Company has a 30% Net Streaming Interest in
the Magambazi Mine in the Tanga Region of Tanzania.
EAM has invested US$66.8M in African exploration since 2005 and has identified a total of 2.8 million
ounces of gold and gold - equivalent resources representing an average discovery cost per ounce of
US$24.
More information on the Company can be viewed at the Company’s website:
www.eastafricametals.com .
For further information please contact:
Nick Watters, Business Development
Telephone +1 (604) 488 - 0822
Email [email protected]
Website www.eastafricametals.com
Cautionary Statement Regarding Forward - Looking Information
This news release contains "forward - looking information" within the meaning of applicable Canadian securities legislation. Generally, forward -
looking information can be identified using forward - looking terminology such as "anticipate", "believe", "plan", " expect", "intend", "estimate",
"forecast", "project", "budget", "schedule", "may", "will", "could", "might", "should", "indicate" or variations of such word s or similar words or
expressions. Forward - looking information is based on reasonable assumptions th at have been made by East Africa as at the date of such
information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, lev el of activity,
performance or achievements of East Africa to be materially different from those expressed or implied by such forward - looking information,
including but not limited to: timing of receipt of mining permit; timing of mining development; projected heap leach recoveri es ; early
exploration; the closing of the agreemen t with the exploration and development company to advance the Magambazi Project or identify any
other corporate opportunities for the Company; mineral exploration and development; metal and mineral prices; availability of capital; accuracy
of East Africa's projections and estimates, including the initial mineral resource for the Adyabo, Harvest and Magambazi Properties; interest
and exchange rates; competition; stock price fluctuations; availability of drilling equipment and access; actual results of c ur rent exploration
activities; government regulation; political or economic developments; foreign taxation risks; environmental risks; insurance risks; capital
expenditures; operating or technical difficulties in connection with development activities; perso nnel relations; the speculative nature of
strategic metal exploration and development including the risks of diminishing quantities of grades of reserves; contests ove r title to properties;
and changes in project parameters as plans continue to be refined, as well as those risk factors set out in in East Africa's management's
discussion and analysis for the three months and nine months ended December 31 , 2024 and for the year ended March 31, 2024 , and East
Africa's listing application dated July 8, 2013. Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability.
The contained gold, copper and silver figures shown are in situ. No assurance can be given that the estimated quantities will be produced.
Forward - looking state ments are based on assumptions management believes to be reasonable, including but not limited to the timely closing
of the financing; the timely execution of the Handeni Property D efinitive A greement and closing thereunder ; the price of gold, silver, cop per and
zinc; the demand for gold, silver, copper and zinc; the ability to carry on exploration and development activities; the timel y receipt of any required
approvals; the ability to obtain qualified personnel, equipment and services in a timely and cost - efficient manner; the ability to operate in a
safe, efficient and effective manner; the renewal or extension of exploration Licenses; the regulatory framework regarding en vironmental
matters, and such other assumptions and factors as set out herein. Altho ugh East Africa has attempted to identify important factors that could
cause actual results to differ materially from those contained in forward - looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can b e no assurance that such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such information. The Company does not update or revise forwa rd looking
information even i f new information becomes available unless legislation requires the Company do so. Accordingly, readers should not place
3
undue reliance on forward - looking information contained herein, except in accordance with applicable securities laws. Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) ac cepts responsibility for the
adequacy or accuracy of this release.