US$10M Debt Facility and Transaction Update

Vast Resources PLC

27 July 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED OR SENT TO OR FROM ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

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 announcement of 22 December 2025 (RNS: 5312M), unless otherwise defined herein.

27 July 2026

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

Receipt of Term Sheet for US$10 million Debt Facility, Update on Proposed Reverse Takeover of Gulf International Minerals Limited and

General Update

Vast, the AIM quoted mining company, is pleased to announce that it has received a binding term sheet from a major international commodity trading and natural resources group (the "Financier") in respect of a proposed US$10 million funding (the "Proposed Facility"). The conditions precedent to the funding include: the agreement and execution of all definitive documents for the Proposed Transaction, including offtake agreements, security documents, and any intercreditor agreements; completion of the Proposed Reverse Takeover announced on 22 December 2025, including all necessary approvals by Vast's shareholders; and any relevant third-party consents or regulatory clearances being obtained (no additional consents or approvals are currently envisaged). The full-form funding documentation is currently being finalised in order to be in place prior to readmission on to AIM. Of the total principal available under the terms of the Proposed 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 Company's working capital requirements.

Details of the Proposed Facility

The Proposed Facility of US$10 million is repayable over two years, with no capital repayments falling due until early 2027 and interest payable quarterly. The loan would be secured against Vast's shareholding in Gulf, and the Financier would receive warrants to subscribe for new Vast Ordinary Shares at 0.3p per Ordinary Share. The Financier would also purchase concentrate production from Aprelevka and have a right of first refusal in respect of the offtake of future concentrate production from Vast's other operations (subject to the Company's pre-existing contractual obligations with third parties), on terms as set out in the term sheet and documented in definitive agreements.

Transaction Update

The Company's brokers have begun meetings with potential investors, and Vast has, additionally, engaged with private individuals in the United States of America who have previously provided indications of an intention to invest in the enlarged Vast group.

The time required to negotiate the Proposed Facility necessitated a deferral of these workstreams and thus it has been necessary to extend the longstop date for the Proposed Transaction to 17 August 2026 (the "Longstop Date"). We appreciate the patience of all shareholders and market participants during the extended period of suspension from trading in the Company's shares on the AIM Market. Such a delay was not envisaged by the Board, however it is confident that the Proposed Transaction, once completed, will mark the start of an exciting new direction for Vast.

Longstop Date Extension

Further to the proposed Acquisition announced on 22 December 2025 and subsequent announcements, Vast has entered into a further amendment agreement with Bay Square Pacific Ltd to extend the Longstop Date in respect of the SPA from 31 July 2026 to 17 August 2026 subject to the General Meeting being called by 31 July 2026.

Update on Diamond Sales and Processing

Further to the announcement of 5 May 2026, the Company, via its marketing partner, has deferred selling the polished stones due to the wholesale market currently being depressed in both Dubai and Antwerp. However, the Company, via its polished goods associate, has commenced selling via retail channels, which generate higher realised values per carat ("ct") but require significantly more management time to effect.

To date, the Company has sold c.123,000 ct of low quality rough stones, at an average price of c.US$8.50 per ct for an aggregate revenue of c.US$1.05 million.

The Company has achieved limited sales of polished stone with values ranging from US$2,500 to US$8,000 per ct, at an average price of US$3,295 per ct, in respect of approximately 19.51 ct sold, generating aggregate revenue of US$0.064 million and estimates an average realised price of approximately US$2,750 per ct can be achieved in respect of the remaining polished goods. The Company's intention remains to market the remaining c. 1,674.39 ct of polished stones as soon as is practicable (and notes that polishing stones, whilst increasing the monetary value of each stone, does result in significant ct losses, estimated to be in the region of 50-75% of the initial weight).

Vast also intends to undertake a rough stone tender in Dubai, with the intention to sell a further c.5,000 ct of rough stones. The timing of such sale will be determined by the strength of the diamond market and regional stability. The Company also expects to process a further c.1,000 ct with a view to polishing and selling these stones in the future. Currently, these stones are in Zimbabwe, held on Vast's behalf, awaiting export to Dubai which is expected to take place imminently.

The relative performance of diamond and gold commodity prices over the last 12-18 months have necessarily required that Vast concentrates on completion of the ongoing Proposed Transaction, which in the Board's view represents the greatest potential to maximise shareholder value.

Summary Financial Information on Aprelevka

The following information has been extracted from financial information prepared in respect of Aprelevka, in which Gulf has a 49% interest and which is expected to be consolidated into the Vast group due to the Company exercising management control:

US$m	31 Dec 2025	31 Dec 2024
Revenue	36.86	22.90
Profit before tax	8.52	2.56
Cash and cash equivalents	0.96	0.47

The full year audit for the Aprelevka accounts is awaiting sign-off, and the Company does not expect there to be any changes to the figures in the table above.

In the year to 31 December 2025, Aprelevka incurred CAPEX of c.US$3.22 million plant installation (including US$0.69 million on building work, US$1.97 million on machinery and equipment, and US$0.54 million on transport) and US$0.52 million of growth expenditures (including US$0.10 million on the Soviet Tailings pilot plant and US$0.42 million on the commencement of a drill programme on the Soviet Tailings).

Financial Position

At the current time, the Company has significant outstanding creditors, and its Romanian assets are currently not revenue generating. In addition, diamond sales have been slower and the preparatory work for sales has taken longer than was expected. The Board of Vast has, for some time, been focussed on the opportunity in Tajikistan presented by the Proposed Transaction as a means of attracting institutional capital and sufficiently capitalising the business in order to generate profitability and the sustainable positive cash flow required to repay its outstanding liabilities, meet creditors as they fall due and to generate returns from its existing assets.

Initial investor engagement to source funds under the Placing have been positive and the Board has been encouraged by progress in its debt discussions (referred to above) and in its discussions with potential subscribers.

However, the Board is clear that, should the Proposed Transaction not complete, the Company does not have the necessary financial resources to repay its outstanding liabilities at this point in time nor, having any foreseeable prospect of raising such financing, having considered all of its available options. In this event, it is noted that the Board would be required to seek advice from an insolvency practitioner with an event of insolvency considered the most likely outcome. In light of the current financial position, the Board has requested that the Company's ordinary shares remain suspended from trading on AIM until the material financial uncertainty of the Company's business can be clarified which, the Board believes, will not be until completion of the general meeting to be convened to approve, inter alia, the Proposed Transaction.

**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 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.

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.

ABOUT VAST RESOURCES

Vast Resources plc is a United Kingdom AIM quoted mining company with mines and projects in Romania, Tajikistan, and historically in Zimbabwe.

In Romania, the Company is focused on the rapid advancement of high-quality projects by recommencing production at previously producing mines.

The Company's Romanian portfolio includes 100% interest in Vast Baita Plai SA, currently on care and maintenance, which owns 100% of the Baita Plai Polymetallic Mine, located in the Apuseni Mountains, Transylvania, an area which hosts Romania's largest polymetallic mines. The mine has a JORC compliant Reserve & Resource Report which underpins the initial mine production life of approximately 3-4 years with an in-situ total mineral resource of 15,695 tonnes copper equivalent with a further 1.8M-3M tonnes exploration target. The Company is now working on confirming an enlarged exploration target of up to 5.8M tonnes.

The Company also owns the Manaila Polymetallic Mine in Romania, which the Company is looking to bring back into production following a period of care and maintenance. The Company has also been granted the Manaila Carlibaba Extended Exploitation Licence that will allow the Company to re-examine the exploitation of the mineral resources within the larger Manaila Carlibaba licence area.

The Company retains a continued presence in Zimbabwe. The Company is re-engaging its future investment strategy in Zimbabwe and has commenced discussions with further mining concessions in-country alongside its wider portfolio.

Vast has an interest in a joint venture company which provides exposure to a near term revenue opportunity from the Takob Mine processing facility in Tajikistan. The Takob Mine opportunity, which is 100% financed, will provide Vast with a 12.25 percent royalty over all sales of non-ferrous concentrate and any other metals produced.

Also in Tajikistan, Vast has been contracted to develop and manage the Aprelevka gold mines on behalf of its owner Gulf International Minerals Ltd ("Gulf") under which Vast is entitled, inter alia, to 10% of the earnings that Gulf receives from its 49% interest in Aprelevka in joint venture with the government of Tajikistan. Aprelevka holds four active operational mining licences located along the Tien Shan Belt that extends through Central Asia, currently producing approximately 10,400oz of gold and 80,000 oz of silver per annum. It is the intention of the Company to assist in increasing Aprelevka's production from these four mines closer to the historical peak production rates of approximately 27,000oz of gold and 250,000oz of silver per year from the operational mines.

 

END