Update on Proposed RTO and General Update
Summary by AI BETAClose X
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.
5 May 2026
Vast Resources plc
("Vast" or the "Company")
Update on Proposed Reverse Takeover of Gulf International Minerals Limited and
General Update
Vast Resources plc announces that, further to the proposed Reverse Takeover announced on 22 December 2025, it has entered into an amendment agreement with Bay Square Pacific Ltd to extend the long stop date in respect of the SPA from 5 May 2026 to 30 June 2026 provided that the General Meeting to propose the shareholder resolution to approve the SPA has been called by 15 June 2026("Longstop Date Extension").
Transaction Update
The Company notes that the Proposed Transaction has further advanced with due diligence largely completed and that the anticipated formal confirmation by the Government of Tajikistan of organisational changes in Aprelevka in order to ensure a smooth transition post completion of the Proposed Transaction has now been received, and subject to completion of the associated fundraising, the Company expects to be in a position to publish an AIM Admission Document in May 2026. The changes authorised by the Government of Tajikistan are deemed by the Board to be fundamental to enabling the Company to unlock significant value in the underlying assets, within a corporate structure which enshrines the required levels of corporate governance.
In order to be in a position to conclude the Proposed Transaction and publication of an AIM Admission Document, the Company is currently accelerating the audit of the Gulf International Minerals Limited accounts to 31 December 2025. This process is underway is and expected to be concluded in the coming weeks.
Diamond Sales Update
Further to the announcement of 31 March 2026 and the ongoing military conflict in the Middle East, the Company has established an alternative sales channel in Antwerp and expects to commence the sales process during the week commencing 4 May 2026. The Company will provide further updates to the market in relation to the sales results as and when the process completes.
Loan Facility Update
Further to the announcement of 31 March 2026, Vast confirms that it remains in active discussions with A&T Investments SARL and Mercuria Energy Trading SA to seek to agree to an extension of the terms of their respective loans until RTO completion, subject to continued progress being made on the Proposed Transaction. The Company intends to use the revenue from upcoming diamond sales, together with proceeds from the Placing in relation to the Reverse Takeover and proceeds from new offtake finance agreements and / or wider funding arrangements, to repay the Creditors in full. It is noted that, whilst the Board remains confident further Loan Facility Extensions can be agreed in order to support completion of the Proposed Transaction, there can be no guarantee as to the outcome of discussions in relation to the Loan Facility Extensions or that the Proposed Transaction will complete.
**ENDS**
For further information, please visit the Company's website at www.vastplc.com or contact:
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Vast Resources plc Andrew Prelea (CEO) |
+44 (0) 20 7846 0974
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Strand Hanson Limited - Nominated & Financial Adviser James Spinney / James Bellman / Imogen Ellis |
+44 (0) 207 409 3494
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Shore Capital Stockbrokers Limited - Joint Broker Toby Gibbs / James Thomas (Corporate Advisory) |
+44 (0) 20 7408 4050 |
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Axis Capital Markets Limited - Joint Broker Richard Hutchinson |
+44 (0) 20 3206 0320 |
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St Brides Partners Limited Susie Geliher |
http://www.stbridespartners.co.uk/ +44 (0) 20 7236 1177 |
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 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 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.
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