REG - Vast Resources PLC - Update on Proposed RTO and General Update

Vast ResourcesAnnouncement

Tue 07:00

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RNS Number : 9116C  Vast Resources PLC  05 May 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED OR SENT TO OR
FROM ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS.

 

This announcement does not constitute a prospectus or offering memorandum or
offer in respect of any securities and should not be considered as a
recommendation by the Company, its affiliates, directors, officers, employees,
agents, representatives or advisers to acquire an interest in the Company. The
announcement does not constitute or form part of any offer or invitation to
sell or issue or any solicitation of any offer to purchase or subscribe for
any securities in any jurisdiction, nor shall it (or any part of it) or the
fact of its distribution, form the basis of or be relied upon in connection
with, or act as any inducement to enter into, any contract or commitment or
engage in any investment activity whatsoever relating to any securities. The
issue of this announcement shall not be taken as any form of commitment on the
part of the Company to proceed with any transaction.

 

Defined terms in this announcement shall have the same meaning as defined in
the Company's announcement of 22 December 2025 (RNS: 5312M), unless otherwise
defined herein.

 

5 May 2026

Vast Resources plc
("Vast" or the "Company")

 

Update on Proposed Reverse Takeover of Gulf International Minerals Limited and

General Update

 

Vast Resources plc announces that, further to the proposed Reverse Takeover
announced on 22 December 2025, it has entered into an amendment agreement with
Bay Square Pacific Ltd to extend the long stop date in respect of the SPA from
5 May 2026 to 30 June 2026 provided that the General Meeting to propose the
shareholder resolution to approve the SPA has been called by 15 June
2026("Longstop Date Extension").

 

Transaction Update

The Company notes that the Proposed Transaction has further advanced with due
diligence largely completed and that the anticipated formal confirmation by
the Government of Tajikistan of organisational changes in Aprelevka in order
to ensure a smooth transition post completion of the Proposed Transaction has
now been received, and subject to completion of the associated fundraising,
the Company expects to be in a position to publish an AIM Admission Document
in May 2026. The changes authorised by the Government of Tajikistan are deemed
by the Board to be fundamental to enabling the Company to unlock significant
value in the underlying assets, within a corporate structure which enshrines
the required levels of corporate governance.

In order to be in a position to conclude the Proposed Transaction and
publication of an AIM Admission Document, the Company is currently
accelerating the audit of the Gulf International Minerals Limited accounts to
31 December 2025. This process is underway is and expected to be concluded in
the coming weeks.

Diamond Sales Update

Further to the announcement of 31 March 2026 and the ongoing military conflict
in the Middle East, the Company has established an alternative sales channel
in Antwerp and expects to commence the sales process during the week
commencing 4 May 2026. The Company will provide further updates to the market
in relation to the sales results as and when the process completes.

Loan Facility Update

Further to the announcement of 31 March 2026, Vast confirms that it remains in
active discussions with A&T Investments SARL and Mercuria Energy Trading
SA to seek to agree to an extension of the terms of their respective loans
until RTO completion, subject to continued progress being made on the Proposed
Transaction. The Company intends to use the revenue from upcoming diamond
sales, together with proceeds from the Placing in relation to the Reverse
Takeover and proceeds from new offtake finance agreements and / or wider
funding arrangements, to repay the Creditors in full. It is noted that, whilst
the Board remains confident further Loan Facility Extensions can be agreed in
order to support completion of the Proposed Transaction, there can be no
guarantee as to the outcome of discussions in relation to the Loan Facility
Extensions or that the Proposed Transaction will complete.

 

**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) 207 409 3494

 James Spinney / James Bellman / Imogen Ellis

 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

 Richard Hutchinson

 St Brides Partners Limited                                 http://www.stbridespartners.co.uk/ (http://www.stbridespartners.co.uk/)

 Susie Geliher                                              +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.

 

This announcement is not for publication or distribution in or into the United
States of America.  This announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.

 

 

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 percent 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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