TechFinancials Inc. - SPA signed with Dilotiko and Corporate Update

TechFinancials, Inc.

("TechFinancials" or the "Company")

20 January 2026

'Share Sales Purchase Agreement' signed for up to 60% Shareholding in Dilotiko Limited

Corporate Update

TechFinancials, Inc. (AQSE: TECH), is pleased to announce that it has signed a Share Sales Purchase Agreement (the 'Agreement') with Dilotiko Limited ("Dilotiko"), a private limited liability company in Kenya, and its shareholders to acquire up to a 60% interest in The Dilotiko Project, a High-Grade Iron Ore Project located in Taita Taveta County in Kenya.

The Dilotiko Project is located on a 220-acre site, just 20km from Taita Taveta County's largest town of Voi, and close to Kenya's main road and rail infrastructure that extends through to Mombasa Port. A Mining Permit application was accepted in January 2025 and is currently going through final evaluation. The Dilotiko Project is considered an advanced and high-grade hematite and magnetite iron ore project, that has undergone broad historical exploration and which has also included diamond core drilling, sampling for metallurgical analyses and positive mine development and preliminary economic studies.

The Company has acquired a 25% shareholding in Dilotiko, through the issue of 57,142,857 new Ordinary Shares to the Dilotiko Ltd shareholders.

Under the terms of the Agreement, the Company has acquired an option to acquire up to 60% shareholding in Dilotiko. The Company issued 20,000,000 new Ordinary Shares at a price of 0.25 pence per share, to Gathoni Muchai Investments ("GMI"), as introducer of the Dilotiko Project.

GMI is a Kenyan-based investment banking and corporate finance group. Mining executive, Jason Brewer, is a major shareholder and a director of GMI and is responsible for its investments in the mining sector in Africa.

Further, 20,000,000 Ordinary Shares will be issued to the Dilotiko Ltd shareholders upon the Dilotiko Project achieving first commercial production and sales, and will increase to 50,000,000 Ordinary Shares once the Company exercises the option to increase its commercial interest in the Dilotiko Project to 60%. 

Following execution of the Agreement, the Company has now granted GMI the right to appoint two executive directors to the Company's Board of Directors.

The Company confirmed receipt of the £250,000 proceeds from the underwritten placing from GMI through the issuance of 100,000,000 new Ordinary Shares, at 0.25 pence per share as announced on 23 December 2025. The proceeds will be used to fund mine optimisation studies and exploration work at the Dilotiko Project and to meet working capital requirements of the Company.

The Company confirms that the transfer of the Dilotiko Limited shares is in process in Kenya and is expected to be completed in due course.

Name Change

Further to the announcement made on 23 December 2025, the Company is proceeding with its name change to Ubuntu Mining and Metals, Inc. and the re-designation of its website.

New Director Appointment

Following the execution of the Agreement, the Company will appoint two executive directors to the Company's Board of Directors.

About Dilotiko

The Dilotiko Project is an advanced iron ore project that is located close to key existing road and rail infrastructure and located within a 220-acre site in Taita Taveta County in Kenya and approximately 325km from the country's capital city Nairobi.

A Mining Permit application over the Dilotiko Project area, was lodged and accepted in January 2025 by the Kenyan Ministry of Mines and is currently undergoing final evaluation ahead of its expected approval.

Iron ore mining has been carried out in Taita Taveta County for several decades and major investment is underway in steel processing and pelletisation plants to process locally mined iron ore. The Kenyan Government has further designated Taita Taveta County as a strategic centre for iron ore processing and value addition in the country. 

Historical exploration at the Dilotiko Project has confirmed the presence of high-grade hematite and magnetite iron ore mineralisation within consistent and well understood geological structures. Previous diamond core drilling has been completed and this has formed the basis of a preliminary and non-JORC compliant mineral resource estimate of an initial 22.2 million tonnes of iron ore across the Dilotiko Project area. Sampling for metallurgical analyses has further been completed with results demonstrating iron grades of up to 63% in the hematite and magnetite ores and based on these results and further analyses in Kenya, a non-binding Letter of Intent has already been received in respect to the purchase of iron ore from the Dilotiko Project from a domestic steel manufacturer.

Early-stage mine development studies have been completed based on a conventional open pit, drill and blast and load and haul mining operation with processing of the iron ore through a simple dry beneficiation process of crushing and screening plant to produce high-grade iron ore products suitable for the domestic market and with the potential to access international export.

The directors of the Company accept responsibility for the contents of this announcement.

 For further information:

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").