REG - Anglo Asian Mining - Possible Offer and Restoration of Trading

Anglo Asian MiningAnnouncement

Today 07:00

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RNS Number : 2576J  Anglo Asian Mining PLC  27 November 2025

27 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
UNDERTAKE ANY TRANSACTION UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY TRANSACTION WILL PROCEED, OR AS TO THE TERMS OF ANY SUCH
TRANSACTION.

 

Anglo Asian Mining plc

Possible Offer and Restoration of Trading

Anglo Asian Mining PLC ("Anglo Asian" or the "Company"), the AIM-listed gold,
copper and silver producer focused in Azerbaijan, provides the following
statement in respect to the suspension of trading of its shares on 26 November
2025.

The Company notes the announcement made by ACG Metals Limited (LSE:ACG)
("ACG") on 26 November 2025, that it is in the early stages of considering
making an offer for the entire issued and to be issued ordinary share capital
of Anglo Asian.

The Company notes that the announcement by ACG does not amount to a firm
intention by ACG to make an offer under Rule 2.7 of the Code and there can be
no certainty that an offer for Anglo Asian will ultimately be made by ACG.
There can be no assurance that a definitive agreement for the possible
acquisition will be entered into or as to the terms on which any such offer
might be made.

The Company is making excellent progress in executing its clear growth
strategy to transition to a mid-tier, multi asset low-cost copper-focused
producer. During 2025, Anglo Asian has brought into production two new mines,
Gilar and Demirli, on time and on budget, reinforcing the Company's long-term
track record in the country. The Board remains wholly focused on continuing to
develop Anglo Asian's extensive resource base of over 400,000 ounces of gold
and one million tonnes of copper, underpinning the Company's confidence in
bringing a further two assets, Xarxar and Garadag into production in a
sustainable manner, whilst driving value for all stakeholders.

In accordance with Rule 2.6(a) of the Code, by not later than 5:00 pm on 24
December 2025, ACG must either announce a firm intention to make an offer for
Anglo Asian in accordance with Rule 2.7 of the Code or announce that it does
not intend to make an offer for Anglo Asian, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.

A further announcement will be made if and when appropriate. Shareholders are
urged to take no action at this time.

As a consequence of ACG's announcement yesterday, an "Offer Period" commenced
in respect of the Company in accordance with the rules of the Code. The
attention of shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below.

Restoration of Trading

Following various speculative comments on investor bulletin boards and
subsequent share price movements, the Company requested that trading in the
Company's ordinary shares be suspended from trading on AIM, whilst appropriate
enquiries were made to enable an AIM Rule 10 compliant announcement to be
made. Following this announcement, trading in the ordinary shares of the
Company is expected to be restored at 07.30 GMT on 27 November 2025.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014, which was incorporated into UK law by the European
Union (Withdrawal) Act 2018, until the release of this announcement.

 

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

 

About Anglo Asian Mining

Anglo Asian Mining plc (AIM:AAZ) is a copper and gold producer with a
high-quality portfolio of production and exploration assets in Azerbaijan. The
Company produced 377 tonnes of copper and 15,073 ounces of gold for the year
ended 31 December 2024. In the nine months to 30 September 2025, the Company
produced 3,475 tonnes of copper and 18,912 ounces of gold.

 

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/)

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Rule 2.9 Disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business on 26
November 2025, Anglo Asian confirms that it had in issue ordinary shares of
£0.01 each ("Ordinary Shares"), each Ordinary Share carrying one vote.
Accordingly, the total number of voting rights in the Company is 114,342,024,
of which 150,000 are currently held in treasury. The International Securities
Identification Number ("ISIN") for the Company's Ordinary Shares on AIM is
GB00B0C18177.

 

Publication on websites

A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in restricted jurisdictions on Anglo
Asian's website at https://www.angloasianmining.com/
(https://www.angloasianmining.com/) by no later than 12 noon (London time) on
27 November 2025. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES. NO OFFER OR SALE OF
SECURITIES MAY OCCUR IN THE UNITED STATES UNLESS THE TRANSACTION HAS BEEN
REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR IS
EXEMPT FROM REGISTRATION THEREUNDER. NO SECURITIES HAVE BEEN OR WILL BE
REGISTERED UNDER THE SECURITIES ACT AND THERE WILL BE NO PUBLIC OFFER OF
SECURITIES IN THE UNITED STATES.

 

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