Oversubscribed Retail Offer & Total Voting Rights

Vast Resources PLC

06 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.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF VAST RESOURCES PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF VAST RESOURCES PLC.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019.

Defined terms in this announcement shall have the same meaning as defined in the Company's Admission Document published 31 July 2026, unless otherwise defined herein.

6 August 2026

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

Result of Retail Offer for Existing Vast Shareholders

Vast, the AIM quoted mining company, is pleased to confirm, further to the announcement made on 3 August 2026, the result of the Retail Offer via BookBuild at the Issue Price of 6.25p per New Ordinary Share.

The Company announces that it has conditionally raised aggregate gross proceeds of £300,000 pursuant to the Retail Offer. Accordingly, the Company will issue a total of 4,800,000 New Ordinary Shares at the Issue Price pursuant to the Retail Offer. The Retail Offer was oversubscribed, with allocations made in line with soft pre-emption principles. Where demand exceeded their soft pre-emptive entitlement, Shareholders were allocated on a pro-rata basis.

Admission of the Retail Offer Shares is subject to approval of, inter alia, the Proposed Transaction which will be voted upon at the Company's General Meeting ("Shareholder Approval").

In addition to the Retail Offer, the Company is also conducting a placing of new ordinary shares (the "Placing Shares" and together with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (the "Placing" and together with the Retail Offer, the "Issue"). A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

In addition, as described in paragraph 13 of Part I of the Admission Document, the Share Consolidation requires the total number of Existing Ordinary Shares in issue to be exactly divisible by 25. Accordingly, the Company will issue 16 Existing Ordinary Shares at 0.25 pence per share (the "Additional Existing Shares"). Following the Share Consolidation, the Additional Existing Shares will represent one New Ordinary Share, which will be aggregated with other fractional entitlements and dealt with in accordance with the arrangements set out in paragraph 13 of Part I of the Admission Document.

Admission of Shares

Subject to Shareholder Approval at the Company's General Meeting, application will be made for the Retail Offer Shares to be admitted to trading on AIM on 19 August 2026.

Total Voting Rights on Admission

Following Admission, the total number of New Ordinary Shares in issue in the Company will be 1,645,941,556 New Ordinary Shares of £0.025 each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the New Ordinary Shares to be issued pursuant to the Placing, the Subscription and the Company's Existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue. The New Ordinary Shares

Maximum Controlling Position

On Admission and following completion of the Proposals, being the Acquisition, the Share Consolidation, the Placing, the Subscription, the Retail Offer and the Rule 9 Waiver, the members of the Concert Party will, in aggregate, be interested in 1,320,476,386 New Ordinary Shares, representing approximately 80.23 per cent. of the Enlarged Ordinary Share Capital (on an undiluted basis). The following table sets out the Concert Party's shareholdings in the Enlarged Group immediately following the Share Consolidation and on Admission.

Concert Party Member	Number of New Ordinary Shares in Enlarged Group on Admission	Percentage of Enlarged Ordinary Share Capital on Admission and maximum controlling position
Mr. Richard Andrew Prelea	325,420,210	19.77%
Mr. Vasile Sebastian Albulescu	165,966,491	10.08%
Mr. Abduljabbar Abdulla Ali Gargash	165,611,989	10.06%
Mr. Chris G Martinez	132,613,146	8.06%
Mr. Douglas Ray Craft	132,613,146	8.06%
Mr. Dennis Reymundo Cruz	132,613,146	8.06%
The Seller (on behalf of Mr. Paul Edward Fletcher, who is also a member of the Concert Party)	130,242,689	7.91%
Mr. Alexey Manzhosov	112,292,326	6.82%
Mr. Alexander Prelea	23,103,243	1.40%
Total	1,320,476,386	80.23%

Major Shareholders

Each of the persons set out in the table below will, following Admission, be directly or indirectly interested in 3 per cent. or more in the issued Ordinary Share capital of the Company.

Shareholder	Number of New Ordinary Shares in Enlarged Group on Admission	Percentage of Enlarged Ordinary Share Capital on Admission and maximum controlling position
Mr. Richard Andrew Prelea	325,420,210	19.77%
Mr. Vasile Sebastian Albulescu	165,966,491	10.08%
Mr. Abduljabbar Abdulla Ali Gargash	165,611,989	10.06%
Mr. Chris G Martinez	132,613,146	8.06%
Mr. Douglas Ray Craft	132,613,146	8.06%
Mr. Dennis Reymundo Cruz	132,613,146	8.06%
The Seller (on behalf of Mr. Paul Edward Fletcher)	130,242,689	7.91%
Mr. Alexey Manzhosov	112,292,326	6.82%
Premier Miton	80,000,000	4.86%

Directors' Interests

The Directors of the Company immediately prior to Admission will hold the following interests in the capital of the Company:

Director	Number of New Ordinary Shares in Enlarged Group on Admission	Percentage of Enlarged Ordinary Share Capital on Admission and maximum controlling position
Richard Andrew Prelea	325,420,210	19.77%
Paul Edward Fletcher	130,242,689	7.91%
Roy Clifford Tucker	19,638	0.00%
Brian Michael Moritz	1,666	0.00%
Nicholas Philip Hatch	-	-
Nigel Patrick Gordon Wyatt	-	-
James Andrew Stuart McFarlane	-	-
Total	455,684,203	27.69%

**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 (Corporate Advisory)	[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.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is not for publication or distribution in or into the United States of America.  This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Shore Capital Stockbrokers Ltd ("Shore Capital") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company and Shore Capital Stockbrokers Ltd expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Shore Capital Stockbrokers Ltd or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Shore Capital Stockbrokers Ltd and its affiliates, accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

 

END