9 January 2023

GCM Resources plc

("GCM" or the "Company")

Proposed Solar Project - Joint Development Agreement

GCM Resources plc (LON: GCM), an AIM quoted mining and energy company, is pleased to advise that it has agreed a Joint Development Agreement ("JDA") with PowerChina International Group Limited ("POWERCHINA"), and Dyani Corporation Ltd ("DYANI") in relation to a proposed new greenfield solar project called the Dinajpur Solar Power Project ("SOLAR PROJECT") which would be an adjunct project in conjunction with the Phulbari Coal and Power Project ("the Project").

The Parties intend to participate in the Solar Project by equity investment and form exclusive cooperation to develop the Solar Project on the terms and conditions of the JDA. The development activities include all tasks required including development, financing, construction and operation of the Solar Project, and all activities incidental thereto, and entering into related arrangements, documentation and agreements with relevant authorities in Bangladesh. The Parties intend to appoint PowerChina as EPC Contractor for the Solar Project with the terms and conditions of the EPC Contract to be negotiated and agreed by GCM and Dyani.

Currently the proposed project is at a conceptual stage and any operational project would need, amongst other items, permits and project financing. The solar project's intention would be that should the solar project become operational that it would be capable of providing power to support the Phulbari Coal and Power Project and the National grid.

Under the JDA, the parties have agreed to the following salient terms:

·      GCM, POWERCHINA, and DYANI, shall:

o  Participate in the Solar Project with the interests, rights and liabilities of the Parties within the Solar Project be in the following percentage proportions:

§ GCM Resources plc                                          50 %

§ PowerChina International Group Limited:       20 %

§ Dyani Corporation Limited:                             30 %

o  GCM's roles and responsibilities shall include

§ Facilitate to obtain all requisite licenses and approvals/ permits from Government of Bangladesh,

§ Assist and Coordinate residents' resettlement, infrastructure replacement and land acquisition,

§ Facilitate Powerchina to raise debt finance,

§ To provide technical input and assistance for the Project's feasibility study report,

§ Provide details of Mining Project power requirements and land availability schedule,

o  POWERCHINA's roles and responsibilities shall include;

§ To assist with obtaining requisite licenses and approvals/ permits from Government of Bangladesh, and the Chinese Government,

§ Complete the feasibility study report for the Project,

§ Provide technical and engineering support for the development of the Project,

§ Lead environmental studies,

§ Lead financial planning, modelling and liaising with finance parties,

§ Coordinate the mobilization and arrangement of the funding of the debt portion of the project funding for the parties with Chinese or international financial institutions,

§ Appoint technical consultant, financial advisor, tax advisor, legal advisor,

o  DYANI's roles and responsibilities shall include;

§ Coordinate the interfaces with or interactions with all the relevant agencies in China,

§ Assist to procure all the relevant documentation and related information as may be required from Chinese Government,

§ Assist and facilitate Powerchina to raise debt finance.

o  Notwithstanding any of the provisions in the JDA, the majority of matters shall require the unanimous written consent of the Parties.

The JDA has a term of 12-months and does not at this stage commit any of the parties to expend any specified sums. It is the intention that it will be superseded, in due course, by a more detailed working arrangement between the parties, but may be terminated earlier under certain prescribed conditions.

Michael Tang, CEO of GCM, commented: "We are pleased to announce our evolving relationship with POWERCHINA, and the exciting prospect of being able to pursue the groundwork for a Solar Project within the Phulbari Coal and Power Project.  GCM and its mine and power plant development partners look very much forward to further working with POWERCHINA to integrate the Solar Project with the existing Project and unleash further significant benefits for Bangladesh."          

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

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