REG - Anglo Asian Mining - Historic Distributions and Publication of Circular

Anglo Asian MiningAnnouncement

Mon 10:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250929:nRSc2158Ba&default-theme=true

RNS Number : 2158B  Anglo Asian Mining PLC  29 September 2025

 

29 September 2025

Anglo Asian Mining plc

Historic Distributions to Shareholders, Publication of Circular and Notice of
General Meeting

 

Anglo Asian Mining plc ("Anglo Asian" or the "Company"), the AIM listed gold,
copper and silver producer focused in Azerbaijan announces, further to the
announcement of 26 November 2024, an update on its administrative
non-compliance issues with respect to distributable reserves, the payment of
certain historical dividends between 2018 and 2022, and share buy-backs
executed by the Company in 2022 (the "Relevant Distributions").

 

At all relevant times the Anglo Asian group had adequate reserves in
subsidiary companies to allow the payment of the Relevant Distributions,
however these amounts were not distributed up to Anglo Asian Mining plc, the
parent company of the group, in advance of the declaration and payment of the
Relevant Distributions. Unfortunately, this administrative oversight resulted
in the Relevant Distributions being paid otherwise than in accordance with the
Companies Act. These issues only affected the Relevant Distributions and did
not affect any other dividends declared and paid by the Company. The total
aggregate amount of the Relevant Distributions was US$46,716,666.44.

 

The issue is of a historical nature and there is no change to the financial
outlook of the Company as a result of this technical matter. It also has no
impact on the Company's dividend policy going forward. No fines or other
penalties have been incurred by the Company.

 

The Company has today published and will post to shareholders an explanatory
circular (the "Circular") convening a general meeting for 2:30pm, 22 October
2025 (the "General Meeting"), at which a special resolution ("Resolution")
will be proposed which will, if passed, put all potentially affected parties
in the position which they were intended to be in had the Relevant
Distributions been declared and paid in accordance with the full requirements
of the Companies Act. Further details of the Relevant Distributions are
contained in the Circular.

 

The steps being proposed will involve the Company entering into deed of
release in respect of the Directors of the Company at the time the Relevant
Distributions were declared and paid (the "Directors' Deed of Release") and in
respect of the past and present shareholders who appeared on the register of
members on the record date for any of the Relevant Distributions (the
"Shareholders' Deed of Release"). The consequence of the entry into of the
Directors' Deed of Release and the Shareholders' Deed of Release by the
Company, is that the Company will be unable to make any claims against past or
present shareholders of the Company who were recipients of the Relevant
Dividends ("Recipient Shareholders") and/or any of the Directors.

 

The Company also proposes to enter into a buy-back deed with SP Angel
Corporate Finance LLP (the "Buy-back Deed"). The purpose of the entry into of
the Buy-back Deed is, inter alia, to effect the lawful transfer of the
Ordinary Shares subject to the Relevant Share Buy-backs in accordance with the
Act, from SP Angel to the Company.

 

Related party transaction

Pursuant to the AIM Rules, John Monhemius, Governor John Sununu, Michael
Sununu, Reza Vaziri and Khosrow Zamani are each a related party of Anglo
Asian. The entry by the Company into the Directors' Deed of Release and
consequential waiver of any rights of the Company to make claims against its
directors of the Company (whether present or past) in respect of the Relevant
Distributions constitutes a related party transaction for the purposes of Rule
13 of the AIM Rules for Companies. The Company's nominated adviser, SP Angel
Corporate Finance LLP, considers the terms of the Directors' Deed of Release
(excluding any parts of the Resolution that relate to the Relevant Share
Buy-backs because SP Angel is a party to the Buy-back Deed) to be fair and
reasonable insofar as Anglo Asian's shareholders are concerned.

 

The Circular contains further details regarding the consequences of the
Relevant Distributions and the reasons why the Board of Anglo Asian is
proposing the Resolution. The Circular also contains a notice convening a
general meeting of the Company to be held at 78 Pall Mall, London, England,
SW1Y 5ES at 2:30 p.m. on 22 October 2025.

 

Terms used in this announcement shall have the meaning given to them in the
Circular.

 

The Circular will be available to view on the Company's website at
https://www.angloasianmining.com/ (https://www.angloasianmining.com/)

 

For further information please contact:

 

 Anglo Asian Mining plc
 Reza Vaziri, Chief Executive Officer                           Tel: +994 12 596 3350
 Bill Morgan, Chief Financial Officer                           Tel: +994 502 910 400
 Stephen Westhead, Vice President                               Tel: +994 502 916 894
 Amir Vaziri, Chief Business Development Officer                Tel: +1 (301) 332 9938

 SP Angel Corporate Finance LLP (Nominated Adviser and Broker)  Tel: +44 (0) 20 3470 0470

 Ewan Leggat

 Adam Cowl

 Hudson Sandler (Financial PR)                                  Tel: +44 0) 20 7796 4133

 Charlie Jack

 Harry Griffiths

 Kristina Gaysina

Notes to editors

 

Anglo Asian Mining plc (AIM:AAZ) is a gold, copper and silver producer with a
high-quality portfolio of production and exploration assets in Azerbaijan. The
Company produced 16,760 gold equivalent ounces ("GEOs") for the year ended 31
December 2024. In the six months to 30 June 2025, the Company produced 16,378
GEOs.

 

The Company's strategic plan for growth shows a clearly defined path for the
Company to transition to a multi-asset, mid-tier, copper and gold producer by
2030, by which time copper will be the principal product of the Company, with
forecast annual production of around 50,000 to 55,000 tonnes of copper. It
plans to achieve this growth by bringing into production three new mines
during the period 2027 to 2030 at Xarxar, Garadag and Zafar, in addition to
the newly opened Gilar and Demirli mines. Production commenced at the Gilar
mine in May 2025 and Demirli in July 2025. https://www.angloasianmining.com/
(https://www.angloasianmining.com/)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGPPUWWBUPAUBB