Acquisition of Mineral Assets

Caspian Sunrise plc

23 March 2026

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Caspian Sunrise PLC

("Caspian Sunrise" or the "Company" and together with its subsidiaries, the "Group")

Acquisition of mineral assets

Introduction

The Board of Caspian Sunrise is pleased to update shareholders with news of the conditional acquisition of significant manganese and gold assets for an initial consideration of $25 million and a maximum consideration of $45 million.

For several years the Board has been evaluating opportunities in the minerals sector, which are both attractive in their own right and would also lessen the Group's reliance on the Kazakh oil & gas market, which in recent years has been heavily impacted by Russian sanctions.

In comparison to the Group's oil & gas operations, the Board believes the mineral projects they are targeting typically require a lower level of initial investment; are faster to become cashflow positive; are expected to have fewer regulatory delays; are less affected by the impact of Russian sanctions; and where the end customers for the minerals produced typically pay international prices.

The Group has conditionally acquired 100% of the shares of Kazikhan Limited ("Kazikhan"), a company registered in Kazakhstan's Astana International Financial Center, which holds the shares of a group of companies, which in turn hold licences to explore for minerals being principally manganese and gold, but also silver, copper and molybdenum (the "Acquisition").

Kazikhan's subsidiary GRK Borly LLP ("Borly") has a licence to explore for and produce manganese with state confirmed probable reserves of approximately 8 million tonnes under the new Kazakh Resource Code (KAZRC), a CRIRSCO-style code.

Kazikhan's subsidiary Zhambas PV ("Zhambas") has a licence to explore for gold and copper with existing state confirmed C2 gold reserves of 700 kg under the former Soviet classification system.

It should be noted that none of the above reserves figures have been prepared to a JORC standard.

The shares in Kazikhan are currently owned by Kuat Oraziman and Aibek Oraziman, who are members of the Oraziman Family Concert Party, which collectively currently own 50.52% of the shares in Caspian Sunrise. Accordingly, the Acquisition is a related party transaction under the AIM Rules.

Manganese

One of the Kazikhan Group's principal assets is the licence to explore for and produce manganese at the Borly location in the Karaganda province of central Kazakhstan.

History and background

Manganese was first identified at Borly in 1996, when while digging agricultural irrigation channels manganese deposits were identified by chance.

Licences to drill were obtained in 2018. In 2023 the assets were acquired by members of the Oraziman family, who then funded completion of the outstanding work programme obligations under the appraisal licence to develop the asset to the point of approximately 8 million tonnes of probable reserves and to pave the way for a full production licence, which was issued in 2024.

The principal use of manganese is for steel production, which accounts for more than 80% of total demand. Further uses include aluminium alloys, batteries, fertilizers and animal feeds. Manganese is often sold in the form of concentrated ore, which is then further refined to be used as mentioned.

Operations

Mining at Borly is open pit with the manganese source rock typically found at depths between 5 and 120 meters. Once excavated the raw earth is crushed and then cleaned with water and mechanical agitation to remove clays. This cleaned material is further processed by gravitational separation into a concentrated form. The resulting ore concentrate is then sold to traders or directly to end users.

The existing operations currently produce approximately 1,000 tonnes of ore per month, at grades of approximately 33%, and sell for approximately $120 per dry metric tonne unit (DMTU), generating monthly income of approximately $120,000.

As part of plans to further increase production under its ownership the Group intends to install new washing and crushing lines, following which production volumes are expected to increase to up to 20,000 tonnes per month with the grades increasing to approximately 36%.

These actions are expected to require a $4.5 million investment and are expected to take 18 months to complete. Once acquired it is planned to fund the investment by utilising pre-payments for the manganese to be produced from industry and financing partners. To avoid delays however, while the required Kazakh regulatory consents are obtained, Caspian Sunrise has agreed to provide a $1 million loan secured on the Borly asset with the funds to be used as the initial payment for the new washing and crushing line equipment ("Equipment Loan"). In the event the Acquisition does not complete the Equipment Loan, which has been guaranteed by Kuat Oraziman and Aibek Oraziman, would be repayable by the Kazikhan vendors.

Borly licence

The Borly licence is a 10-year production licence to 2035 for the exploration and production of manganese, which may be extended by a further 15 years to 2050, with the licenced area extending over 6.89 sq. km and located a three-hour drive from Astana.

Borly reserves

The reserves at Borly taken from the Kazakh state balances as calculated under the new Kazakh Resource Code (KAZRC), a CRIRSCO-style code, are assessed to have probable mineral reserves of 8.143 million tonnes with a further indicated resource of 6 million tonnes.

Borly financial information

For the year ended 31 December 2025 revenues from Borly were $0.2 million and with a profit before tax of $58,000. At 31 December 2025 Borly had unaudited net assets of $0.2 million.  Under the terms of the Kazikhan Acquisition Agreement, any liabilities at Borly at the date of completion, other than the Equipment Loan referred to above, would be deducted from the purchase consideration.

Further manganese potential

Kazikhan also holds the rights to potential manganese assets in Surchiny and Kyzlyadr. Additional manganese found here would be able to be processed by the same technology as at Borly, with the decision where to process them to be made based on the transport economics between the sites.

Gold, copper, silver and molybdenum assets

Zhambas

Kazikhan's subsidiary Zhambas has exploration licences to explore principally for gold and copper but also silver and molybdenum.

Zhambas is located in the Karaganda region of central Kazakhstan and extends over 79 sq. km.

At Zhambas 9,000 linear meters of drilling has been completed with approximately 9,500 core samples taken, of which approximately 60% have already been processed. Zhambas has a licence to explore for gold and copper with existing state confirmed C2 gold reserves of 700 kg under the former Soviet classification system.

A production facility is planned to produce gold with up to 80% purity with an expected cost of $10 million. As with the intended investment at Borly we plan to use external funding from industry partners.

Financial information on Kazikhan

Based on unaudited management accounts for the year ended 31 December 2025 the companies now owned by Kazikhan had aggregate revenue of $0.2 million and a loss before tax of $22,000. At 31 December 2025 the aggregate net assets of the companies now owned by Kazikhan were $0.3 million.

Acquisition terms

The purchase consideration comprises the initial consideration, which is based on the manganese assets and the deferred consideration, which is based on future gold reserves.

Initial consideration

Caspian Sunrise has conditionally acquired 100% of the shares of Kazikhan for an initial consideration of $25 million to be satisfied by the issue of  373,134,328 Caspian Sunrise shares ("the Initial Consideration Shares") to be issued at 5p per share, a premium of 127 % to the closing mid-market price of 2.20p on 19 March 2026 ("Initial Consideration"). 

Deferred consideration

On the confirmation within 5 years of completion of the Acquisition by the Kazakh authorities of certified gold reserves, additional consideration would be due at the rate of $4 million for each tonne of gold reserves certified by the Kazakh state, up to a maximum of $20 million, and to be satisfied by the issue of up to a further 298,507,463 Caspian Sunrise shares issued at 5p per share, ("Deferred Consideration").

Maximum consideration

Payment in full of the Deferred Consideration would take the total consideration to $45 million.

Other terms and conditions

Onwards sale

Should in the five years following completion of the Acquisition, the gold assets of Kazikhan be sold before any Deferred Consideration is paid ("Disposal"), an amount equal to 20% of the value ascribed for the gold assets would be payable to the vendors, capped at $20 million.

In the event of a partial payment of Deferred Consideration before a Disposal such amount would be deducted from the amount otherwise due, again subject to the overall Deferred Consideration cap of $20 million.

Indebtedness

Any debt of the Kazikhan Group at completion of the Acquisition other than in respect of the Equipment Loan would result in a reduction of the number of shares to be issued to satisfy the Initial Consideration.

Regulatory approval

The Acquisition is subject to the receipt of the customary Kazakh regulatory approvals.

Independent assessment

In assessing the commercial terms of the Acquisition, the Independent Directors have been advised by Meirkhan Jumashev, who is Chairman of the Kazakh Community of Independent Geoscientists (CIC) and a member of the Australian Institute of Geoscientists (AIG), who in assessing the Kazikhan assets has followed the new Kazakh Resource Code (KAZRC), which in turn is based on CRIRSCO standards.

Related party transaction

99% of the shares in Kazikhan are held by Aibek Oraziman, and 1% of the shares in Kazikhan are held by Kuat Oraziman, who are both members of the Oraziman Family Concert Party, which currently, in aggregate, own 50.52 % of Caspian Sunrise, with Aibek Oraziman currently holding shares representing 44.43 %.

Under the terms of the conditional Kazikhan Sale and Purchase Agreement Aibek Oraziman has undertaken to transfer sufficient of the Caspian Sunrise shares he currently holds to other members of the Oraziman Family Concert Party before the issue of any Initial Consideration Shares or Deferred Consideration Shares

The Acquisition and the Equipment Loan is a related party transaction under the AIM Rules requiring the approval of the independent directors, being Clive Carver and Seokwoo Shin ("Independent Directors"), as advised by the Company's nominated adviser Zeus Capital Limited.

The Independent Directors, who have been so advised by Zeus Capital Limited, consider the terms of the Acquisition to be fair and reasonable and that the Acquisition is in the best interests of the Independent Shareholders and the Company as a whole.

Concert Party Shareholdings following completion of the Acquisition

Before the issue of the Initial Consideration Shares the Company has 2,356,306,042 shares in issue, with the Oraziman Family Concert Party holding, in aggregate, 1,190,395,878               shares representing 50.52% of the shares currently in issue with Aibek Oraziman holding 1,046,909,031 shares representing 44.43 %.

Following the issue of the Initial Consideration Shares the enlarged issue share capital would increase to 2,729,440,370 shares, with the number of shares held by the Oraziman Family Concert Party increasing to 1,563,530,206 shares representing 57.28 % of the shares then in issue.

Assuming the maximum Deferred Consideration becomes payable the number of shares then in issue, including the maximum shares potentially to be issued in connection with the West Shalva and Tau Cen acquisitions, would be 3,132,378,063 shares, with the Oraziman Family Concert Party holding 1,966,467,899 shares representing 62.78 % of the shares then in issue.

Comment

Clive Carver, Chairman said

"This acquisition has been long planned and provides a further potentially transformative opportunity for the Group and its shareholders."

Contacts:

Zeus  James Joyce

[phone]

   James Bavister

   Andrew de Andrade

This announcement has been posted to:

www.caspiansunrise.com/investors

Meirkhan Jumashev, who is Chairman of the Kazakh Community of Independent Geoscientists (CIC) and a member of the Australian Institute of Geoscientists (AIG) has reviewed and approved the technical disclosures in this announcement. Mr Jumashev is a qualified geoscientist.

Glossary of terms

Kazakh Resource Code (KAZRC), a CRIRSCO-style code	The Kazakh Resource Code (KAZRC) is a set of standards for the public reporting of exploration results, mineral resources, and mineral reserves in the Republic of Kazakhstan, aligned with the Committee for Mineral Reserves International Reporting Standards (CRIRSCO). It was developed to align Kazakhstan's mining reporting with international practices, facilitating investment by moving away from the former Soviet GKZ system toward a more transparent, market-oriented approach. CRIRSCO is a grouping of representatives of organizations that are responsible for developing mineral reporting codes and guidelines in Australasia (JORC), Brazil (CBRR), Canada (CIM), Chile (National Committee), China (CAMRA), Colombia (CCRR), Europe (PERC), India (NACRI), Indonesia (KOMBERS | KCMI), Kazakhstan (KAZRC), Mongolia (MPIGM), Philippines (PMARC), Russia (OERN), South Africa (SAMREC), Turkey (UMREK) and the USA (SME).  The combined value of mining companies listed on the stock exchanges of these countries accounts for more than 80% of the listed capital of the mining industry.
C2 Gold Reserves	Under the former Soviet (and current Russian/CIS) classification system, C2 reserves are preliminary estimated, indicated resources that have been identified but not fully explored. They represent mineral deposits where the quantity and quality are determined in general terms based on geological and geophysical data, alongside limited sampling.
Probable mineral reserves	Probable Mineral Reserves are the economically mineable part of indicated (and sometimes measured) mineral resources, representing the lower-confidence category of mineral reserves. They require at least a pre-feasibility study to demonstrate economic viability, including mining, metallurgical, and legal factors, allowing for potential dilution and mining losses.

The person responsible for arranging the release of this announcement on behalf of the Company is Clive Carver, Chairman of the Company.

This announcement has been posted to:

www.caspiansunrise.com/investors

 

END