Agreement signed for sale of Togo and Mali Proj...

Premier African Minerals Limited (`Premier' or `the Group')          

24 May 2013

   Formal agreement signed for sale of Togo Phosphate and Industrial mineral   
      assets. Amendments to previously announced sale of Mali Subsidiary       

                          Related party transactions                           

Premier African Minerals Limited, the AIM quoted multi-commodity natural
resource company with mineral projects located in Western and Southern Africa,
announces that, further to the press release of 22 April 2013 relating to the
acquisition by Ethiopian Potash Corp. (`EPC') (TSX Venture: `FED'), of
Premier's Mali subsidiary G and B African Resources Mali SARL (`Mali Sub'), on
23 May 2013, the Group has entered into a further agreement (`Togo Agreement')
with EPC for the sale of its Togo subsidiary, G and B African Resources SARL
(`Togo Sub'), and has concluded certain amendments to the sale agreement ("Mali
Agreement") relating to the sale of the Mali Sub as part of the same
transaction (together `the Combined Transaction'). The required amendment to
the Mali Agreement arose from a TSX requirement that the 20 million EPC shares
to be issued in satisfaction of the purchase price of the Mali Sub be escrowed
pending satisfactory completion of a NI43-101 compliant Technical Report that
requires a site visit by the Competent Person. The visit will occur when the
political situation in Mali has stabilised, provided that visit occurs within
12 months.

The sale of the Togo Sub includes the Southern Togo Phosphate and Clays Project
and the Group's Bassar Phosphate Project as described in Premier's AIM
admission document dated 10 December 2012. The Togo Sub's Dapaong Gold Project
in Northern Togo and its Benin branch, which has applications in for Coltan and
Cassiterite are not included in the Combined Transaction and will remain 100%
owned by Premier.

Consideration

Under the revised terms for the Combined Transaction the consideration due to
Premier will be satisfied by the issue of 120,000,000 new shares in EPC.
Premier will become a Control Person under the rules of the TSX which requires
that EPC shareholders consent is given. The value of the consideration is C$2.4
million based on the EPC midmarket price of C$0.02 at close of business on the
21 April 2013, the day before the trading halt requested by EPC in advance of
the press release of the 22 April 2013 referred to above. Premier will hold
approximately 42% of the enlarged issued share capital of EPC. Any dealings
contemplated by Premier in EPC shares will be subject to TSX rules that include
advance notification and reporting of any dealings.

Danakil

Through its shareholding in EPC, Premier will gain exposure to EPC's
prospective Danakil property in Ethiopia (`Danakil') in which EPC will hold a
30% interest. Danakil borders the advanced properties under development by
Allana Potash to the South and South Boulder Mines to the North. EPC has a
retained 30% interest in the Danakil and a free carry to Scoping Study and a
total spend of $10 million. Circum Resources Ltd, the holder of the remaining
70% of the property has raised the funds required to meet the carry referred to
above and expects to rapidly advance exploration of the property.

Impact of the Combined Transaction

The net effect on closing of the Combined Transaction will be that Premier
retains a significant minority interest in the Mali and Togo properties through
its shareholding in EPC, whilst Premier is (1) relieved of their respective
on-going operating costs and (2) gains exposure to the prospective Danakil
property. Premier will, on closing of the Combined Transaction, be the largest
shareholder in EPC and will exercise control over EPC's board.

Subject to shareholder approval, EPC intends to undergo a name change to
AgriMinco and will have a focus on Agricultural and Industrial Mineral
development of assets in West Africa, allowing Premier to better focus on its
specialised metals explorations both in Togo and Zimbabwe; particularly early
developments at RHA Tungsten. To this end, George Roach, Premier's chairman,
has stated that he intends to increase his working capital facility to the
Company from £300,000 to not less than £600,000, subject to agreement with the
Premier board.

Further details of the Togo Agreement

Subject to the satisfaction of all conditions precedent, the Togo Agreement
will complete in escrow for a period of 6 months, at which time the Togo Sub
shares will be released to EPC and the 100 million EPC shares to be issued to
Premier under this agreement will be released to Premier. Escrow release of the
securities shall be accelerated in the event that EPC completes a financing of
at least C$2,500,000, EPC announces an agreement for the sale of EPC assets for
proceeds of at least C$2,500,000, or Premier waives the escrow requirements.

However, in the event that EPC fails to maintain certain financial covenants,
or EPC loses its interests in the Danakil joint venture with Circum other than
in circumstances contemplated in the joint venture agreements at any time
during the escrow period, at the election of Premier the escrow arrangements
will thereafter terminate and each of EPC and Premier will re-convey or return
to the other the securities that were subject to escrow, thereby effectively
cancelling and unwinding the Togo Agreement.

Premier shall be entitled to appoint two directors to the board of EPC whilst
Premier's shareholding remains above 30% of the issued shares of EPC.

Additional information

Conditions Precedent to closing includes, but is not limited to, TSX Venture
Exchange and EPC shareholder consent. EPC's shareholder meeting is set for 23
June 2013. There can be no certainty that the Combined Transaction will close.

EPC's circular to shareholders, which is available at www.ethopianpotash.com,
sets out further information. In particular, the circular deals with EPC's
financial position. EPC has warranted that it has sufficient available funds to
cover an initial six month period and will need to obtain additional funds to
cover periods thereafter. In addition, substantial creditors have accepted a
deferment of up to 12 months or such time as EPC is able to effect payment, or
at the creditors option, settlement through capitalisation at then prevailing
market price or C$0.05, whichever is the higher In the event that all the
creditors were capitalised at the minimum price, Premier's shareholding in EPC
will reduce to 37%.

Related party transactions

For the purpose of the Combined Transaction, George Roach, Bruce Cumming and
Pamela Hueston are not independent directors. Premier and EPC have certain
shareholders in common and significant shareholders of Premier who will hold
approximately 15% of EPC shares in issue after closing. The Combined
Transaction is considered to be a related party transaction under the AIM
Rules.

The Company's independent directors, Leslie Goodman and Ian Stalker, have
considered the terms and conditions of the Combined Transaction. The
Independent Directors consider, having consulted with Cairn Financial Advisers
LLP, the Company's Nominated Adviser, that the terms of the Combined
Transaction are fair and reasonable insofar as the Company's Shareholders are
concerned.

For further information and full details of the Togo Agreement, please visit 
www.premierafricanminerals.com or contact the following:

                                   **ENDS**                                    

Pamela Hueston      Premier African Minerals        Tel: [phone]  
                    Limited                                                    
                                                                               
Tony Rawlinson      Cairn Financial Advisers LLP    Tel: [phone]  
                    (Nominated Adviser)                                        
                                                                               
Jerry Keen          Shore Capital Stockbrokers      Tel: [phone]  
                    Limited                                                    
                                                                               
Edward Mansfield    Shore Capital Stockbrokers      Tel: [phone]  
                    Limited                                                    
                                                                               
Felicity Edwards    St Brides Media & Finance Ltd   Tel: [phone]