REG - Vast Resources PLC - Proposed Acquisition: Gulf International Minerals

Vast ResourcesAnnouncement

22/12/2025 12:00

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RNS Number : 4976M  Vast Resources PLC  22 December 2025

22 December 2025

Vast Resources plc

("Vast" or the "Company")

 

Proposed Acquisition of Gulf International Minerals Limited,

Reverse Takeover and Suspension from trading on AIM,

Proposed Placing to raise approximately £7.5 million

Deferral of Debt Facility Repayment Dates

Vast Resources plc, the AIM quoted mining company, is pleased to announce that
it has entered into a conditional share purchase agreement ("SPA") with Bay
Square Pacific Ltd ("Bay Square" or the "Seller") and a deed of contribution
and guarantee with Bay Square and the shareholders of Bay Square (the "Seller
Shareholders") (the "Acquisition Agreements"). Pursuant to the Acquisition
Agreements, the Company has conditionally agreed to acquire 100% of the share
capital of Gulf International Minerals Limited (the "Acquisition") for all
share consideration,  to be satisfied by the issue of new ordinary shares of
0.1p each in the Company ("Ordinary Shares") to the Seller and the Seller
Shareholders representing 80% of the issued Ordinary Shares upon Completion of
the Acquisition, including the Placing Shares and Bookbuild Offer Shares (both
as defined below) (the "Enlarged Ordinary Share Capital on Re-Admission") (the
"Proposed Transaction"). The conditions to the SPA and key terms of the
Acquisition Agreements are summarised below.

In conjunction with the Proposed Transaction, the Company intends to conduct a
placing of new Ordinary Shares, currently expected to raise approximately
£7.5 million ("Placing") in the capital of the Company ("Placing Shares"). In
addition, the Company intends to launch a retail offering to, inter alios, the
Company's existing shareholders through the issue of new Ordinary Shares (the
"Bookbuild Offer Shares").

The Proposed Transaction constitutes a reverse takeover transaction pursuant
to AIM Rule 14 and, accordingly, will be subject to, inter alia, shareholder
approval. In accordance with AIM Rule 14, trading in the Company's Ordinary
Shares will be suspended from trading on the AIM Market ("AIM") of the London
Stock Exchange Group plc ("LSE") with effect from 7.30 a.m. this morning and
will remain so pending publication of an AIM Admission Document (or
equivalent, as agreed with the LSE) setting out, inter alia, details of the
Proposed Transaction, or confirmation is provided that the Proposed
Transaction has been terminated. The Company intends to publish an AIM
Admission Document in early 2026, which will contain a notice of general
meeting at which shareholder approval shall be sought for, inter alia, the
Proposed Transaction, following publication of which the Company would seek
restoration to trading on AIM of its Ordinary Shares ("Re-Admission").

In the event that the Proposed Transaction does not proceed, the Company will
seek the lifting of its suspension to trading on AIM.

It is noted that there can be no certainty that the Proposed Transaction, the
Placing or the issue of the Bookbuild Offer Shares will be completed or as to
the timeframes thereof. The Company will continue to update shareholders in
due course as appropriate.

Gulf International Minerals Limited ("Gulf")

Gulf was established on 23 April 2010 as an exploration and development
company focused on mining deposits in Tajikistan and is wholly owned by Bay
Square. Gulf is party to a joint venture, the Joint Tajik-Canadian LLC, with
the Ministry of Industry and New Technologies in Tajikistan (the "Tajikistan
Government") in respect of four gold mining operations; Aprelevka, Burgunda,
Ikkizelon and Kyzylcheku, together with a central processing plant, located in
Northern Tajikistan. The Aprelevka Assets (as defined below) also include two
tailings storage facilities; the Kansai Tailings comprising three individual
tailings deposits identified as 1a, 2a and 3a, located approximately 2km south
west of the Kansai plant; and the Soviet Tailings identified as 1b and 2b
("Aprelevka") (the "Aprelevka Assets"). The Aprelevka Assets currently produce
approximately 10,400oz of gold and 80,000oz of silver per annum, from mined
ore and tailings and since January 2024, has been managed by Vast under an
agreement that includes profit-sharing and future equity rights. Historically,
the mine has produced significantly larger quantities of gold. In 2017, gold
production amounted to 18,733oz while silver was 52,210oz.

As previously announced, the Company was appointed by Gulf in January 2024 to
manage and develop the Aprelevka operation in return for a 10% share of the
earnings after interest and tax that Gulf receives from its interest in
Aprelevka; a right of first refusal to convert its entitlement into an equity
interest of 10% in Gulf at any time from 1 January 2025 to 13 January 2027,
and a right to acquire at market price up to a further 20% of the shares of
Gulf at any time from 1 January 2025 to 13 January 2027.

Subject to completion of the Acquisition, the Proposed Transaction will
supersede these existing arrangements, and Gulf will be wholly owned by Vast.

Resource Information

A Competent Person's Report ("CPR") on the Aprelevka Assets by Caracle Creek
International Consulting (Proprietary) Limited ("CCIC") has been commissioned
for the purposes of inclusion in an AIM Admission Document, which will be
published prior to Re-Admission.

Although no JORC (2012) compliant resource can be stated by CCIC, various
historical and NAEN Code (2013) compliant mineral resource estimates
("Historical MREs") provide a significant range of mineral potential for the
projects, which are summarised in the table below to demonstrate the
exploitation and exploration potential at the various projects.

 Estimated Mineral Inventory Ranges
 Deposit                    Tonnes (Kt)      Au (g/t)      Ag (g/t)          Au (oz)             Ag (oz)
 Aprelevka                  200 to 3,120     2.7 to 3.0    32.0 to 40.9      17,000 to 301,000   203,000 to 4,100,000
 Burgunda                   150 to 210       3.9 to 5.6    17.3 to 70.0      19,000 to 38,000    84,000 to 474,000
 Ikkizelon                  60 to 400        9.0 to 11.4   18.0 to 23.0      16,000 to 148,000   32,000 to 299,000
 Kyzylcheku                 460 to 750       1.40 to 1.70  97.8 to 110.0     20,000 to 40,000    1,439,000 to 2,645,000
 Kansai Tailings            690 to 5,860     0.40 to 0.60  16.3 to 18.0      9,000 to 106,000    363,000 to 3,395,000
 Soviet Flotation Tailings  2,720 to 3,360   1.1 to 1.4    304.4 to 376.0    98,000 to 149,000   26,618,000 to 40,618,000
 Total                      4,280 to 13,700  1.30 to 1.80  117.00 to 208.90  179,000 to 782,000  28,739,000 to 51,531,000

 

It is noted that while the various Historical MREs have provided CCIC with a
solid basis to undertake a review for the purposes of authoring the Tajikistan
CPR, it is recognised that the limitations on data verification have yet to be
resolved in additional workstreams and so the resources reviewed cannot be
considered to be reported in alignment with any of the CRIRSCO family of
reporting codes. However, it is noted that the above estimated mineral
inventory ranges compiled by CCIC are supported by, inter alia, historical
estimates compiled by Formin S.A. prepared in 2024 (the "Formin Estimates").
In CCIC's view, the Formin Estimates have been undertaken in alignment with
industry best practice and by a suitably experienced person (Mr Vlad Andrei
Negru, who has more than 12 years' experience in mineral resource estimation,
and is considered a 'Certified Person' by the National Agency for Mineral
Resource in Romania).

The above information is extracted from a draft CPR which is subject to
finalisation.

Subject to completion of the Proposed Transaction, it is part of the Company's
near-term work programme, to complete the technical work necessary to provide
JORC-compliant resource estimates as well as to ensure all reporting going
forward is consistent with the JORC standard.

Qualified / Competent Person Statement

The resource information in this announcement has been reviewed by Dr Philip
John Hancox, a Competent Person who is a member in good standing of the South
African Council for Natural Scientific Professions (No. 400224/04) as well as
a Member and Fellow of the Geological Society of South Africa and the Society
of Economic Geologists. Dr Hancox is Senior Geologist and Director of Caracle
Creek International Consulting (Proprietary) Limited, South Africa, and has
sufficient experience that is relevant to the style of mineralisation and type
of deposit under consideration. A site visit to the properties was undertaken
in late June of 2025.

Rationale for the Proposed Transaction

Vast's strategy is to focus on growth, through acquisitions and joint
ventures, in high-potential mining assets where there is an opportunity to
generate significant value in the short to medium term. The Board believes
that a compelling opportunity exists to create value by acquiring and
advancing highly prospective mining assets in regions of the wider Eurasian
area, including but not limited to the former Soviet Union, where extensive
work was undertaken and documented during the Soviet era. In particular,
Tajikistan offers substantial geological upside confirmed by large scale
deposits that remain largely untapped by modern mining methods. The Company is
already active in Tajikistan through its existing management contract over the
Aprelevka mines and its interest in Takob and the Directors believe that there
is significant long-term economic and strategic upside in acquiring these
untapped resources.

The Proposed Transaction is aligned with the Company's strategy to pursue
value accretive assets in highly prospective regions, particularly where it
can leverage existing in-country relationships and operational expertise. This
includes regions such as Tajikistan, where the Company has an established
presence, and Romania, which remains an area of active operations and
strategic interest. The Board views the Proposed Transaction as a
transformative step in expanding the Company's presence in Central Asia and
developing its portfolio of assets in proven and geologically promising
jurisdictions.

The Directors consider the Acquisition to represent a transformational,
value-enhancing transaction for the Company, which is aligned with the
Company's growth strategy. The Board believes that there is opportunity to
significantly increase production from the Aprelevka Assets. On the basis of
this strategy, the Company has entered into the Acquisition Agreements to
acquire a 100%direct interest in Gulf conditional, inter alia, upon the
Acquisition being approved at the General Meeting as part of the Proposed
Transaction.

Related Party Transaction

It is noted that Andrew Prelea and Paul Fletcher are directors of Vast and are
17.08% and 5.00% shareholders in Bay Square, respectively. Accordingly, the
Proposed Transaction would constitute a related party transaction under AIM
Rule 13.

Finance Update

Further to the announcement of 17 November 2025, Vast confirms that A&T
Investments SARL and Mercuria Energy Trading SA ("Mercuria") (together the
"Creditors") have agreed to an extension of their respective terms until 30
January 2026. The Company intends to use the revenue from upcoming diamond
sales, together with proceeds from the abovementioned Placing, and proceeds
from new offtake finance agreements and / or wider funding arrangements, to
repay the Creditors in full.

Commenting on the Proposed Transaction, Brian Moritz, independent
Non-Executive Chairman of Vast, said:

"Once completed, the Board of directors of Vast expect the Proposed
Transaction to have a transformational impact on Vast and is expected to
progress the Company towards becoming a mid-tier mining company, delivering
strong, diversified revenues and cash flows for our shareholders.

"Through the Proposed Transaction, Vast will gain exposure to immediate
production and near-term value opportunities, including tailings reprocessing.

"Vast has, for a long time, had a portfolio of assets which the Board has been
keen to operate on a commercial basis. We have been sustained, over the course
of many years by debt and equity finance, the latter provided by our
shareholders who have shown significant patience whilst we have sought to
overcome numerous challenges. We are grateful for their enduring support as we
are for the support shown by all our stakeholders and we look forward to
finalising the Proposed Transaction and taking our business forward."

Key Terms of the Acquisition Agreements

Mechanism for purchase

Pursuant to the Acquisition Agreements, completion of the Proposed Transaction
is conditional upon, inter alia:

·      the passing of the Resolutions at the General Meeting (including
the Rule 9 Waiver Resolution in respect of the proposed Rule 9 Waiver of the
obligations on the Concert Party that would otherwise arise in respect of the
Proposed Transaction);

 

·      the LSE having confirmed to Vast (or its nominated adviser) that
the application(s) for the Re-Admission have been approved;

 

·      Re-Admission to trading on AIM of the Enlarged Ordinary Share
Capital on Re-Admission becoming effective;

 

·      the consent of the Tajikistan Antimonopoly Authority being duly
obtained to the Proposed Transaction;

 

·      neither the Aprelevka JV Agreement or the Takob JV Agreement nor
any of the mining licences subject to those agreements having been terminated;
and

 

·      operation of a material part of the Aprelevka Gold Mine
substantially in accordance with the ordinary course of operations during the
period of 30 (thirty) calendar days prior to signing of the Acquisition
Agreements not being suspended or otherwise rendered impossible of performance
(i) for a period of 30 consecutive calendar  days or (ii) to the extent that
completion of the Acquisition would otherwise have taken place during such
period, for a period which is reasonably likely to be not less than 30
(thirty) consecutive calendar days, except where such suspension or cessation
of operations is capable of remedy and is actually remedied to the reasonable
satisfaction of the Buyer at any time prior to the Longstop Date,

in each case on or before 13 February 2026.

Consideration for the Acquisition

·      Under the terms of the Acquisition Agreements, the Seller and the
Seller Shareholders will be new Ordinary Shares representing 80% of the
Enlarged Ordinary Share Capital (i.e. including the Placing Shares and
Bookbuild Offer Shares) on Re-Admission (the "Consideration Shares"). The
Consideration Shares will be subject to the Lock-in Arrangements and the
Orderly Market Arrangements, with the Seller Shareholders also having entered
into a relationship agreement with the Company pursuant to which they will
undertake to the Company and Strand Hanson that, for so long as they are
collectively interested in Ordinary Shares representing 20% or more of the
Company's voting share capital and any of them is individually interested in
Ordinary Shares representing 15% or more of the Company's voting share
capital, they will not act to unduly influence the Company or its Board and
will ensure that transactions entered into with the Company are on a arms'
length basis and independently considered by the Company (the "Relationship
Agreement").

 

·      The Sale Shares shall be sold to Vast and the Consideration
Shares shall be issued with full title guarantee, free of any charges,
mortgages, encumbrances or other security interests.

 

·      To the extent that any Placing Shares and Bookbuild Offer Shares
are issued for proceeds in excess of the working capital requirements of the
Company at Re-Admission (expected to be c. £7.5 million), such excess Placing
Shares and Bookbuild Offer Shares shall dilute the holders of existing
Ordinary Shares and Consideration Shares pro rata.

 

·      The Proposed Transaction shall supersede and the consideration
for the Acquisition (the "Consideration") shall not take account of any
existing management option or other rights of refusal, acquisition or
subscription rights that Vast has in respect of Gulf's issued and to be issued
share capital.

 

·      The Sale Shares in Gulf shall be sold and the Consideration
Shares shall be issued with full title guarantee, free of any charges,
mortgages, encumbrances or other security interests and the Consideration
Shares shall rank pari passu in all respects with the Existing Ordinary
Shares, including (without limitation) the right to receive all dividends
declared, made or paid after completion of the Acquisition.

 

·      The Consideration shall be adjusted following completion of the
Acquisition to the extent that any sums have been or are paid out, assets
transferred and/or liabilities assumed or incurred by Gulf to any of the
Seller, the Seller Shareholders or their respective connected parties, between
30 June 2025 and completion of the Acquisition.

 

·      The Acquisition Agreements provide that each of the Company (on
the one hand) and the Seller (on the other hand) shall use all its respective
reasonable endeavours to procure that each of the Company and Gulf
respectively comply with certain standard pre-completion undertakings in
respect of the period between the date of the Acquisition Agreements and
completion of the Acquisition, including:

 

o  creating, extending, granting or issuing or agreeing to create, extend or
issue any encumbrance over the whole or any part of its business or assets,
other than in the ordinary course of business;

o  creating or allotting or agreeing to create or allot any share or loan
capital or giving or agreeing to give any option in respect of such share or
loan capital, other than pursuant to the Share Appreciation Rights ("SARs")
granted under the Company's Share Appreciation Rights Scheme (the "SAR
Scheme") issued or announced by the Company on or before the date of the
Acquisition Agreements; or

o  entering into, modifying or terminating or agreeing to enter into, modify
or terminate any of its material contracts (as defined in the Acquisition
Agreements),

 

except with the written request or with the prior written consent of the
Company or the Seller (as the case may), such consent not to be unreasonably
withheld, conditioned or delayed.

Lock-in Arrangements

Lock-in agreements will be entered into by (i) the Company, (ii) Strand
Hanson, (iii) Mr. Brian Michael Moritz, Mr. Richard Andrew Prelea, Mr. Paul
Edward Fletcher, Mr. Nicholas Philip Hatch, Mr. Nigel Patrick Gordon Wyatt,
Mr. Roy Clifford Tucker, Mr. James Andrew Stuart McFarlane, Mr. Vasile
Sebastian Albulescu and Mr. Abduljabbar Abdulla Ali Gargash (the "Locked-in
Parties") and (iv) the Company's broker(s), pursuant to which each Locked-in
Party has, conditional on Re-Admission, undertaken as a separate undertaking
to each of the Company, Strand Hanson and Shore Capital  that, subject to
certain limited exceptions, they will not dispose of, or agree to dispose of,
Ordinary Shares held by them or on behalf of them during the period of twelve
months following Re-Admission.

Each Locked-in Party will also undertake that for the period of 12 months
following the first anniversary of the date of Re-Admission, subject to
certain conditions, they will not effect any transfer of Ordinary Shares other
than through the Company's broker so as to ensure an orderly market for the
issued share capital of the Company.

Orderly Market Arrangements

An orderly market deed will be entered into between (i) the Company, (ii)
Strand Hanson, (iii) Mr. Chris G Martinez, Mr. Douglas Ray Craft, Mr. Dennis
Reymundo Cruz and Mr. Alexey Manzhosov (the "Non-Rule 7 Parties") and (iv)
Shore Capital, pursuant to which each Non-Rule 7 Party will, conditional on
Re-Admission, undertake as a separate undertaking to the Company, Strand
Hanson and (iv) the Company's broker(s), that, subject to certain limited
exceptions, they will not effect any transfer of Ordinary Shares during the
Non-Rule 7 Period other than through the Company's broker.

These orderly market undertakings are without prejudice to disposals permitted
in limited circumstances, including transfers by personal representatives on
death, acceptances of a takeover offer for all of the Ordinary Shares, or
transfers required by court order.

Relationship Agreement

On Re-Admission, the Company will enter into a relationship agreement with the
Seller Shareholders and Strand Hanson in order to afford Vast certain
customary protections.

Further announcements will be made in due course.

 

**ENDS**

 

For further information, please visit the Company's website
at www.vastplc.com (http://www.vastplc.com/)  or contact:

 Vast Resources plc                                         +44 (0) 20 7846 0974

 Andrew Prelea (CEO)

 Strand Hanson Limited - Nominated & Financial Adviser      +44 (0) 20 7409 3494

 James Spinney / James Bellman

 Shore Capital Stockbrokers Limited - Joint Broker          +44 (0) 20 7408 4050

 Toby Gibbs / James Thomas (Corporate Advisory)

 Axis Capital Markets Limited - Joint Broker                +44 (0) 20 3206 0320

 St Brides Partners Limited                                 vast@stbridespartners.co.uk

 Susie Geliher /Charlotte Page / Ana Ribeiro                +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.

 

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% 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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