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FinancialFebruary 10, 2025

Capital Structure Framework Released

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BUNIA, Democratic Republic of Congo, February 10, 2025 — Black & Yellow Minerals SARL ("BYM" or the "Company") has released its comprehensive capital structure framework, offering five distinct investment pathways designed to accommodate the diverse preferences and risk profiles of international institutional investors.

The five-tier framework reflects BYM's commitment to providing flexible, transparent, and professionally structured investment vehicles for capital partners across multiple jurisdictions. Each structure has been designed with input from legal and financial advisors experienced in mining sector transactions in Sub-Saharan Africa.

Direct Equity Participation allows investors to acquire minority or strategic equity stakes in BYM SARL, with board representation and governance rights commensurate with their investment. This structure is ideal for investors seeking long-term alignment and operational influence.

Offtake Financing enables capital deployment against binding gold delivery commitments at pre-agreed pricing formulas. This structure appeals to commodity traders, refineries, and physical gold buyers seeking secured supply from a licensed source.

Production-Linked Funding offers returns directly correlated to verified monthly production output, with independent third-party auditing. This structure provides transparent, performance-based returns without equity dilution.

Equipment Financing through lease-to-own or production-backed arrangements allows investors to fund specific equipment assets with security over the financed assets. This structure minimizes exposure to operational risks beyond equipment performance.

Commodity Financing instruments backed by future gold production provide structured delivery and pricing mechanisms suitable for trade finance institutions and commodity funds.

The framework has been structured to comply with DRC mining legislation, international anti-money laundering standards, and OECD due diligence guidance for responsible supply chains. All investment communications are conducted under strict confidentiality protocols, with NDA arrangements available upon request.

"We recognize that institutional investors require choice, flexibility, and transparency," noted the Chief Financial Officer. "This framework ensures that every qualified investor can find a structure that aligns with their mandate and risk appetite." Contact: BYM Investor Relations — ir@bym-minerals.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are based on certain assumptions and analyses made by BYM management in light of their experience and perception of historical trends, current conditions, and expected future developments, as well as other factors they believe are appropriate in the circumstances. These statements are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of BYM to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to gold price fluctuations, geological variability, regulatory and political risks in the DRC, equipment and logistics challenges, environmental liabilities, and general economic conditions. BYM does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Interested in Learning More?

Contact our investor relations team for additional information, documentation, or to arrange a confidential briefing.