Announcement on Providing Guarantee for Subsidiary's Preferred Stock Issuance

China Mining Resources Group Co., Ltd.

Stock Code: 002738 Stock Abbreviation: China Mining Resources Announcement No.: 2026-061

Announcement on Providing Guarantee for Subsidiary's Preferred Stock Issuance

The Company and the entire Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.

Special Reminder:

This guarantee is primarily to meet the capital needs of the Company's wholly-owned subsidiary, African Minerals Limited (hereinafter referred to as "Afmin" or "the Target Company"), for its preferred stock issuance. This is conducive to the Company's sustainable development and aligns with the overall interests of the Company and its shareholders. Afmin's asset-liability ratio exceeded 70% at the end of the most recent fiscal year. Investors are advised to pay close attention to the guarantee risk.

I. Overview of Guarantee Situation

(I) Basic Situation of Subsidiary's Preferred Stock Issuance

China Mining Resources Group Co., Ltd. (hereinafter referred to as "the Company" or "China Mining Resources"), its wholly-owned subsidiary Afmin, plans to issue 100 million shares of preferred stock (hereinafter referred to as "Target Shares") at US$1 per share to Sino-African Development Fund Co., Ltd. (hereinafter referred to as "Sino-African Fund" or "the Investor"), raising a total of US$100 million, which will be used to replace part of the upfront construction and development investment in the Kotondu Copper Mine project. The Company and Afmin plan to sign a "Share Purchase Agreement" with Sino-African Fund.

The investment period for Sino-African Fund's preferred stock in Afmin will be 5 years from the closing date stipulated in the "Share Purchase Agreement," with an option to extend for 3 years, for a maximum of 8 years. Sino-African Fund has the right to receive dividends on its preferred shares, subject to applicable laws. The dividend rate will be a floating rate, specifically the latest 6-month SOFR published by the Chicago Mercantile Exchange on the business day preceding the dividend payment date, plus a fixed basis point. Afmin's preferred stock dividends should be paid in cash by Afmin to the bank account designated by Sino-African Fund on the last business day before each anniversary of the closing date. If Afmin anticipates that it will be unable to pay the current dividend in full on the agreed payment date (for any reason), China Mining Resources or its designated entity shall make up the shortfall before the payment date. For any unpaid preferred stock dividends, interest will continue to accrue at the agreed dividend rate from the original due date until the actual payment date.

(II) Basic Situation of This Guarantee

Regarding Afmin's preferred stock issuance, the Company plans to sign a "Preferred Share Purchase Agreement" with Sino-African Fund. The Company and its wholly-owned subsidiary China Mining (Hong Kong) Rare Metals Resources Co., Ltd. (hereinafter referred to as "Hong Kong China Mining Rare") plan to sign a "Shareholders' Agreement" with Sino-African Fund. The agreement stipulates that Sino-African Fund has the right, at least 3 months before the 5th or 8th anniversary of the closing date stipulated in the "Share Purchase Agreement," or upon the occurrence of events stipulated in the "Shareholders' Agreement" involving China Mining Resources, Hong Kong China Mining Rare, Afmin, and Sinomine Kitumba Minerals Company Limited (hereinafter referred to as "Kotondu" or "the Project Company"), to request China Mining Resources to acquire the preferred shares held by Sino-African Fund in Afmin at the agreed price. China Mining Resources shall acquire these preferred shares as requested by Sino-African Fund.

On July 31, 2026, the Company held its Seventh Board of Directors' Fifth Meeting, which reviewed and approved the "Proposal on Providing Guarantee for Subsidiary's Preferred Stock Issuance." The Company agreed to undertake Afmin's repurchase obligations for the issued preferred stock and the supplementary responsibility for Afmin's dividend payments to Sino-African Fund. Based on the maximum potential obligation of China Mining Resources, the maximum amount of this guarantee is US$163 million (assuming the Target Shares are repurchased 8 years after issuance, and Afmin has not paid preferred dividends during these eight years).