Glencore Finance Agreement

Vast Resources PLC

17 August 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR OFFER IN RESPECT OF ANY SECURITIES AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION BY THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ADVISERS TO ACQUIRE AN INTEREST IN THE COMPANY. THE ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION, NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT OR ENGAGE IN ANY INVESTMENT ACTIVITY WHATSOEVER RELATING TO ANY SECURITIES. THE ISSUE OF THIS ANNOUNCEMENT SHALL NOT BE TAKEN AS ANY FORM OF COMMITMENT ON THE PART OF THE COMPANY TO PROCEED WITH ANY TRANSACTION.

Defined terms in this announcement shall have the same meaning as defined in the Company's Admission Document published 31 July 2026, and the announcement of 27 July 2026 (RNS: 9659N) unless otherwise defined herein.

17 August 2026

Vast Resources plc
("Vast" or the "Company")

Glencore Finance Agreement

Vast, the AIM quoted mining company, announces, further to the announcement made on 27 July 2026, that it has entered into a loan agreement with Glencore International AG ("Glencore"), a subsidiary of Glencore plc, pursuant to which Glencore has agreed to make available to the Company a term loan facility of US$10 million (the "Facility").

Of the total amount available under the Facility, US$4 million is restricted for use in project expansion at Aprelevka, with the balance of US$6 million to be applied towards the Group's working capital requirements including debt repayment.

The only remaining outstanding conditions to the release of funds under the Facility are completion of the Reverse Takeover, including all necessary approvals by the Company's shareholders and Admission becoming effective. It is expected that completion of the Reverse Takeover will occur following the Company's General Meeting convened for 18 August 2026, with Admission then being the final outstanding condition to the release of funds under the Facility and completion of the Proposed Transaction.

Further details on the Loan Agreement and related arrangements

On 17 August 2026, the Company entered into a loan agreement with Glencore as lender, pursuant to which Glencore has agreed to make available to the Company a term loan facility of US$10 million (the "Loan Agreement"). The Facility is repayable by instalments, with the first principal repayment due on 31 March 2027 and the final repayment date falling on the second anniversary of the closing date (being 19 August 2026) under the Loan Agreement. Interest is payable by the Company on the loan at a rate equal to Term Secured Overnight Financing Rate (SOFR) plus a margin of 5 per cent. per annum, with the margin reducing to 3.75 per cent. per annum following the occurrence of certain qualifying events specified in the Loan Agreement.

The Loan Agreement contains certain standard representations, warranties, undertakings and events of default given by or applicable to the Company for a facility of this nature.

On 17 August 2026, the Company, as chargor, and Glencore, as chargee, entered into an English law share charge in respect of all of the shares to be held by the Company in Gulf International Minerals Limited ("Gulf"), following completion of the Proposed Transaction, being 1,000 ordinary shares of £1.00 each and constituting 100 per cent. of the issued share capital of Gulf (the "Share Charge"). The Share Charge is in standard form for a secured financing transaction of this nature.

On 17 August 2026, the Company and Glencore also entered into a right of first offer letter in connection with the Loan Agreement (the "ROFO Letter"). Pursuant to the ROFO Letter, the Company has granted Glencore a right of first offer for a period of 60 months from drawdown of the Facility in respect of future mineral concentrate and other polymetallic mined commodity production from Vast's mining operations, subject to certain exclusions and pre-existing contractual obligations with third parties. The exclusions include bullion and doré from the Aprelevka gold mining project in Tajikistan, where such bullion and doré is required by law to be sold or delivered only within Tajikistan, certain production from the Baita Plai mine in Romania already committed to a third party up to a specified maximum amount, and production required by applicable law to be sold or delivered to governmental or similar bodies.

On 17 August 2026, the Company and Glencore entered into a warrant instrument pursuant to which, in part consideration for Glencore entering into the Loan Agreement, the Company has agreed to create and issue to Glencore 10,000,000 warrants over the New Ordinary Shares in the Company (the "Glencore Warrants"), reflecting the adjustment of an original grant of 250,000,000 warrants following the Consolidation in connection with Admission. The Glencore Warrants are exercisable at 7.5 pence per New Ordinary Share for a period of three years from the closing date, subject to customary adjustment provisions in accordance with the terms of the warrant instrument. Any unexercised Glencore Warrants will lapse at the end of that period. Any New Ordinary shares issued on exercise will be admitted to trading on AIM and will rank pari passu with Vast's existing Ordinary Shares.

**ENDS**

For further information, please visit the Company's website at www.vastplc.com or contact:

Vast Resources plc Andrew Prelea (CEO)	[phone]
Strand Hanson Limited - Nominated & Financial Adviser James Spinney / James Bellman / Imogen Ellis	[phone]
Shore Capital Stockbrokers Limited - Joint Broker Toby Gibbs / James Thomas	[phone]
Axis Capital Markets Limited - Joint Broker Richard Hutchinson	[phone]
St Brides Partners Limited Susie Geliher	http://www.stbridespartners.co.uk/ [phone]

The Company's LEI is 213800QXLO766CMGCQ60.

 

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