REG-Conditional Heads of Terms for US$10 million Investment <Origin Href="QuoteRef">VAST.L</Origin>

Vast ResourcesAnnouncement

24/07/2017 08:35

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

24 July 2017
Vast Resources plc
("Vast" or "the Company")

Conditional Heads of Terms for US$10 million Investment

Vast Resources plc, the AIM-listed mining company with operations in Romania
and Zimbabwe, is pleased to advise shareholders that it has entered into a
conditional heads of terms relating to a proposed investment of up to US$10
million in Vast ('the Proposed Investment') by a corporate finance and
investment firm with significant experience in and investment in Romania (the
'Investor').

The Proposed Investment is also subject to the rights of Sub-Sahara Goldia
Investments ('Sub-Sahara') pursuant to its US$4 million loan to the Company as
announced on 30 January 2017 which has a right to provide equivalent finance
to the Proposed Investment if the terms and conditions are the same.

The Proposed Investment is in two stages, US$8 million at Stage 1 and an
additional US$2 million at Stage 2.  Stage 1 is a direct subscription by the
Investor for new shares in Vast Resources Romania Ltd ('VRR') which company
will hold all Vast's Romanian assets and would result in the Investor holding
51% of VRR.  Stage 2 would result in the subscription by the Investor for a
nominal number of further shares in VRR followed immediately by the
acquisition of the Investor's entire holding in VRR by Vast for the issue of
ordinary shares in Vast at 0.4p per share and which, depending on exchange
rate fluctuations and share issues through warrant exercises, is estimated to
give Investor approximately 29% of the enlarged share capital of Vast.

Stage 2 will require the passing of an ordinary resolution at a General
Meeting of Vast.

The funds raised must be used for the Company's capital expenditure and
working capital requirements, mostly for the expansion of the Romanian
operations.  Subject to Stage 2 being completed there is also an allocation
of funds for costs in connection with the possible demerger of the Zimbabwe
assets from the Company.

The Proposed Investment and its Stages are subject to preconditions of a
standard nature including the completion of the Investor's due diligence and
the procurement of the release of Sub-Sahara's security over the Company's
non-Zimbabwe assets.  For Stage 2 specific conditions include;, (1) that Vast
can legally procure the payment of a dividend from Breckridge (Pvt) Limited
('Breckridge'), the owner of the Pickstone Peerless Gold Mine in Zimbabwe,
subject to there being distributable profits in Breckridge, and (2) that Vast
can procure to the satisfaction of the Investor the visibility of dividend
payments by Breckridge and or payment from funds in Breckridge to Vast of an
appropriate proportion of general administrative costs of Vast following
completion of the Proposed Investment.

The Proposed Investment is subject to agreement and signing by all relevant
parties of necessary documentation, including a detailed subscription and
shareholders' agreement and the provision to the Investor of customary
warranties and representations appropriate to the Proposed Investment relating
to the Company, its business, assets and liabilities.

Roy Pitchford, Chief Executive of Vast, commented:
"The Proposed Investment by a strategic investor of up to US$10 million should
enable us to execute our strategic objectives in Romania, and I look forward
to providing further updates as appropriate as this process continues." 

**ENDS**

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

 Vast Resources plc Roy Pitchford (Chief Executive Officer)                    www.vastresourcesplc.com +44 (0) 20 7236 1177    
 Beaumont Cornish - Financial & Nominated Adviser Roland Cornish James Biddle  www.beaumontcornish.com                          
                                                                               +44 (0) 020 7628 3396                            
 Brandon Hill Capital Ltd - Joint Broker Jonathan Evans                        www.brandonhillcapital.com +44 (0) 20 3463 5016  
 Peterhouse Corporate Finance Ltd - Joint Broker Duncan Vasey                  www.pcorpfin.com +44 (0) 20 7469 0936            
 St Brides Partners Ltd Susie Geliher Charlotte Page                           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 Regulations
(EU) No. 596/2014 ("MAR").

Notes

Vast Resources plc is an AIM listed mining and resource development company
focussed on the rapid advancement of high quality brownfield projects and
recommencing production at previously producing mines in Romania.

Vast Resources currently operates the Manaila Polymetallic Mine in Romania,
which was commissioned in 2015.  The Company's portfolio also includes the
Baita Plai Polymetallic Mine in Romania, where work is currently underway
towards obtaining the relevant permissions to start developing and ultimately
commissioning the mine.

The Company also has interests in a number of projects in Southern Africa
including a 25.01 per cent. interest in the producing Pickstone-Peerless Gold
Mine in Zimbabwe.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of
Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: Vast Resources plc via Globenewswire