Notice of General Meeting

Vast Resources

09/06/2023 08:00

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Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining

9 June 2023

Vast Resources plc
(‘Vast’ or the ‘Company’)

Notice of General Meeting

Vast Resources plc, the AIM-listed mining company, announces that a general
meeting (‘GM’) of the Company will be held at the offices of Shakespeare
Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR at 11:00am on
26 June 2023. A copy of the Notice of GM, associated proxy form and a letter
from the Chairman has been posted to Shareholders today, and copies can be
found on the Company’s website at: www.vastplc.com.

The relevant text included in the letter from the Chairman is appended below.

**ENDS**

For further information, visit www.vastplc.com or please contact:

 Vast Resources plc Andrew Prelea (CEO) Andrew Hall (CCO)                                            www.vastplc.com + 44 (0) 20 7846 0974            
 Beaumont Cornish – Financial & Nominated Advisor Roland Cornish James Biddle                        www.beaumontcornish.com +44 (0) 20 7628 3396     
 Shore Capital Stockbrokers Limited – Joint Broker Toby Gibbs / James Thomas (Corporate Advisory)    www.shorecapmarkets.co.uk +44 (0) 20 7408 4050   
 Axis Capital Markets Limited – Joint Broker Richard Hutchinson                                      www.axcap247.com +44 (0) 20 3206 0320            
 St Brides Partners Limited Susie Geliher                                                            www.stbridespartners.co.uk +44 (0) 20 7236 1177  

ABOUT VAST RESOURCES PLC

Vast Resources plc is a United Kingdom AIM listed 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 producing 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.

Vast has an interest in a joint venture company which provides a share of
revenue generated 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 equivalent over all sales of non-ferrous concentrate and any
other metals produced.

In Zimbabwe, the Company is preparing for the release of its diamonds
previously mined by the Company and preparing for their marketing. Upon the
finalisation of the process the Company will recommence its focus on the
finalisation of the mining agreement on the Community Diamond Concession in
the Marange Diamond Fields.

APPENDIX

TEXT OF THE LETTER FROM THE CHAIRMAN OF THE COMPANY

Notice of General Meeting at11.00am on Monday 26 June 2023

1.    Introduction


Included with this letter is the notice convening a General Meeting of the
Company to grant the Directors authority to issue new equity share capital up
to specified limits, and to disapply statutory pre-emption rights. The purpose
of this letter is to explain the reason for the proposals in order to provide
Shareholders with the relevant information in order for them to support the
proposals should they so wish.

The areas where the Directors are seeking authority to issue new equity shares
for cash are set out below and comprise:

a)    To ensure sufficient levels of working capital are maintained to
meet the Company’s corporate obligations. 


In addition to normal working capital requirements, the Company needs to
ensure that it is able to meet obligations in relation to the Asset Backed
Debt facility from A&T Investments SARL (“Alpha”) as announced on 16 May
2022 and the debt owed to Mercuria Energy Trading SA (“Mercuria”) relating
to Tranche A of the Prepayment Agreement announced on 21 March 2018 which
currently amount in aggregate to some $8.4 million. Under the extension
documentation referred to in the Company’s announcement of 15 May 2023
obligations in relation to Alpha and to Mercuria are expected to fall due on
30 June 2023.

Despite our continuing efforts and the High Court Judgement in our favour, we
have not, as at the date of this letter being published, completed the
settlement of the historic claims. This remains our expectation, but as time
moves on we need to plan accordingly.

Therefore, additional headroom is being requested to ensure that in the event
that the realisation of the Company’s historic claims – referred to in the
Company’s announcement of 15 May 2023 – is not achieved prior to 30 June
2023, or such later date as may be agreed with Alpha and Mercuria, the Company
can demonstrate that it has an alternative method of meeting its obligations
thereto as well as meet its ongoing corporate and other costs.

b)    To seek authority to issue the remaining SARS as announced on 24
April 2023. 


It should be noted that there is no commitment at this time to issue any of
the new equity share capital for which authority is sought under paragraph a)
above. The new equity share capital for which authority is sought in order to
demonstrate the ability to repay Alpha and Mercuria will only be issued in the
event that the obligations to Alpha and Mercuria cannot be met out of the
realisation of the historic claims referred to above. In the event that the
claims are not realised before 30 June 2023 the Company will endeavour to
negotiate a short extension for the repayment.

2.    Authorities requested


To be proposed as Ordinary Resolutions

        1)   That the Directors be and they are hereby generally
and unconditionally authorised pursuant to the Companies Act 2006 (the
“Act”), to exercise all the powers of the Company to allot shares in the
Company or grant rights to subscribe for or convert any security into shares
in the Company (“Rights”) up to an aggregate nominal amount of £1,420,000
(representing 48.5% of the Company’s existing issued ordinary share capital)
and such authority shall, unless previously revoked or varied by the Company
in general meeting, expire on the conclusion of the Annual General Meeting of
the Company to be held in 2024 provided that the Company may, at any time
before such expiry, make an offer or enter into an agreement which would or
might require shares to be allotted after such expiry and the Directors may
allot relevant shares or grant Rights to any such offer or agreement as if the
authority conferred hereby had not expired.


        2)   That the Directors of the Company be and they are
hereby generally and unconditionally authorised pursuant to and in accordance
with section 551 of the Act to allot relevant securities in connection with
the grant of awards to executive directors, employees and consultants of the
Company under the Company’s Share Appreciation Rights Scheme up to an
aggregate nominal amount of £60,000 and such authority shall, unless
previously revoked or varied by the Company in general meeting, expire on the
conclusion of the Annual General Meeting of the Company to be held in 2024
provided that the Company may, at any time before such expiry, make an offer
or enter into an agreement which would or might require shares to be allotted
after such expiry and the Directors may allot relevant shares or grant Rights
to any such offer or agreement as if the authority conferred hereby had not
expired.


To be proposed as a Special Resolution
        3)   That, subject to and conditional upon the passing of
Resolution 1, the Directors be and they are hereby empowered pursuant to
Section 570 of the Act to allot equity securities (within the meaning of
Section 560 of the Act) for cash either pursuant to the authority conferred by
Resolution 1 above as if Section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:-


(a)    the allotment of equity securities in connection with an issue in
favour of shareholders where the equity securities respectively attributable
to the interests of all such shareholders are proportionate (or as nearly as
may be practicable) to the respective number of Ordinary Shares in the capital
of the Company held by them on the record date for such allotment, but subject
to such exclusions or other arrangements as the Directors may deem necessary
or expedient in relation to fractional entitlements or legal or practical
problems under the laws of, or the requirements of, any recognised regulatory
body or any stock exchange, in any territory; and


(b)    the allotment (otherwise than pursuant to sub-paragraph (a) above)
of further equity securities up to an aggregate nominal amount of £1,420,000

and this power shall, unless previously revoked or varied by special
resolution of the Company in general meeting, expire at the conclusion of the
Annual General Meeting of the Company to be held in 2024 and provided the
Company may, before such expiry, make offers or agreements which would or
might require equity securities to be allotted after such expiry and the
Directors are hereby empowered to allot equity securities in pursuance of such
offers or agreements as if the power conferred hereby had not expired.

The total authorities being sought represent 48.5% of the 2,947,644,142
Company’s existing shares in issue.

3.    General Meeting and Action to be taken by Shareholders


Attached to this letter is a Notice convening the General Meeting to be held
at 6(th) Floor, 60 Gracechurch Street, London EC3V 0HR at 11:00am on Monday 26
June 2023 at which are proposed the Resolutions set out above..

Shareholders have been sent a Form of Proxy for use at the General Meeting.
Shareholders are requested to complete and return the Form of Proxy in
accordance with the instructions printed thereon. To be valid, completed Forms
of Proxy must be received by the Registrar as soon as possible, and in any
event not later than 11:00am on 22 June 2023.

Shareholders can also register their vote(s) for the General Meeting either:
• by logging on to www.shareregistrars.uk.com, clicking on the “Proxy
Vote” button and then following the on-screen instructions; or

• in the case of CREST members, by utilising the CREST electronic proxy
appointment service.

The Board understands that the General Meeting also serves as a forum for
Shareholders to raise questions and comments. If Shareholders who are unable
to attend the meeting and question the Directors in person have any questions
or comments relating to the business of the meeting that they would like to
ask the Board, they are asked to submit those questions in writing via email
to shareholderenquiries@stbridespartners.co.uk by no later than 4.30pm on 21
June 2023.

4)   Recommendation


The Directors believe the passing of the Resolutions is essential for the
Company to continue to meet its corporate obligations and in particular to
ensure it has sufficient headroom to show it can meet its obligations to
Mercuria and Alpha and that this is accordingly in the best interests of the
Company and of the Shareholders as a whole.

The Directors unanimously recommend the Shareholders to vote in favour of the
Resolutions to be posed at the General Meeting as they intend to do in respect
of their own beneficial holdings amounting in aggregate to 20,281,935 ordinary
shares representing approximately 0.69% of the ordinary shares of the Company
expected to be in issue on 26 June 2023.

Brian Moritz
Chairman 
9 June 2023