Ajax Resources PLC
27 July 2026
27 July 2026
AJAX RESOURCES PLC
("Ajax"or the"Company")
Binding Option to Acquire the Nueva Celti Copper Project, Spain
Ajax [AQSE: AJAX], the natural resources investment company, is pleased to announce that it has entered into an Exclusivity and Binding Option Agreement (the "Option Agreement") with Western Metallica Resources Corp. ("Western Metallica"), pursuant to which Ajax has secured an exclusive and irrevocable option to acquire 100% of the issued share capital of Western Metallica, S.L., a fully owned Spanish subsidiary of Western Metallica which owns the Nueva Celti Copper Project located in Andalusia, Spain (the "Proposed Acquisition").
Completion of the Proposed Acquisition ("Completion") remains subject to the terms and conditions of the Option Agreement.
The Option Agreement grants Ajax an exclusive 60-day period to complete legal, technical, financial, commercial and operational due diligence. Upon exercise of the Option, Western Metallica will be contractually bound to complete the transaction, subject only to any required regulatory approvals.
Under the terms of the Option Agreement, Ajax has agreed to pay Western Metallica a non-refundable option fee of US$10,000. Should the acquisition complete, this payment will be credited against the cash consideration payable on Completion.
Highlights
· Exclusive binding option secured over the Nueva Celti Copper Project in southern Spain.
· Proposed acquisition of 100% of Western Metallica, S.L.
· Total acquisition consideration of US$300,000.
· Historic underground copper producer located within the prolific Ossa-Morena Metallogenic Belt.
· More than 9,000 metres of historical and modern drilling completed.
· Whilst modern metallurgical testwork remains to be undertaken, historical production records indicate that copper recoveries achieved during previous mining operations were high.
· Modern drilling has successfully confirmed key aspects of the historical geological interpretation and the continuation of copper mineralisation beneath the historical workings.
· Western Metallica has identified a geological potential to host approximately 8-10 million tonnes grading between 1.2% and 1.5% copper, together with gold, silver, lead and zinc credits. There has been insufficient exploration to estimate a Mineral Resource.
· Subject to Completion, Ajax intends to immediately commence a 3,000-metre diamond drilling programme, currently targeted to commence during September/October 2026.
· Western Metallica, S.L. is expected to transfer with an approximately €90,000 drilling credit with a local drilling contractor which Ajax expects can be applied towards the planned drilling campaign, subject to verification during due diligence and Completion.
Transaction Summary
Under the agreed commercial terms, Ajax would acquire 100% of Western Metallica, S.L. for total consideration of US$300,000, comprising:
· a US$10,000 non-refundable option payment, payable in accordance with the Option Agreement and credited against the cash consideration upon Completion;
· a further US$90,000 payable in cash on Completion; and
· US$200,000 to be satisfied through the issue of new Ajax ordinary shares, priced using the ten-day average closing price immediately preceding Completion (the "Consideration Shares").
The Consideration Shares will be subject to a four-month lock-up period commencing on Completion. Following expiry of the lock-up period, the Seller will enter into an orderly market disposal agreement, the principal terms of which will be set out in the definitive Share Purchase Agreement. The orderly market disposal arrangements are expected to remain in place until the first anniversary of Completion. Under the terms of the Option Agreement, Ajax will have the right to identify and introduce bona fide investors interested in acquiring some or all of the Consideration Shares, with the objective of facilitating an orderly disposal of the Consideration Shares and minimising disruption to the market for the Company's ordinary shares.
Completion remains subject to Ajax being satisfied, in its sole discretion, with the results of its legal, technical, financial, commercial and operational due diligence investigations.
Strategic Rationale
The Proposed Acquisition reflects Ajax's strategy of acquiring advanced exploration and historically producing mineral projects with significant resource potential in attractive mining jurisdictions on favourable commercial terms.
The Company's principal focus remains the advancement of its South American portfolio, including the Macacha Copper-Silver Project in Argentina and the Pereira Velho Gold Project in Brazil, where drilling programmes are expected to commence shortly, with both projects advancing towards the definition of mineral resources in accordance with internationally recognised reporting standards by the end of the year.
The Proposed Acquisition complements this strategy by adding a high-quality European copper project that offers the opportunity to create value through modern exploration and resource definition within a stable mining jurisdiction.
Nueva Celti represents an attractive opportunity, combining historical production, extensive technical work, modern validation drilling, excellent infrastructure and significant exploration upside at an attractive acquisition cost.
Nueva Celti Copper Project
Nueva Celti is a historic underground copper mine located near Peñaflor in the Province of Seville, Andalusia, Spain, within the Ossa-Morena Metallogenic Belt, one of Europe's recognised polymetallic mining provinces.
Nueva Celti benefits from established infrastructure, including sealed road access, nearby rail infrastructure, grid power and proximity to existing mining operations and processing facilities within one of Europe's principal mining districts, providing multiple potential development pathways, subject to successful exploration and future technical studies. Nueva Celti is located in Andalusia, one of Europe's longest established mining jurisdictions, and is not situated within a national park or other protected environmental area that would preclude mineral exploration activities.
The Proposed Acquisition comprises an Investigation Permit covering approximately 1,234 hectares. The current Investigation Permit is valid for an initial term of three years and may be renewed in accordance with applicable Spanish mining legislation.
Mining activity dates back to the nineteenth century, with significant underground production undertaken between 1902 and 1918 through six underground mining levels accessed by two shafts extending to approximately 130 metres depth. Historical production records indicate selected ore grading in excess of 5% copper.
Historic exploration by Astur-Placer S.A., Asturiana de Zinc S.A. (now part of the Glencore group) and more recent exploration by Western Metallica totals more than 9,000 metres of drilling. Modern drilling completed during 2023 successfully confirmed key aspects of the historical geological interpretation and the continuation of copper mineralisation beneath the historical workings.
According to Western Metallica's technical work, the geological potential comprises approximately 8 to 10 million tonnes grading between 1.2% and 1.5% copper, together with potential gold, silver, lead and zinc credits. Additional exploration targets have also been identified along strike and at depth beneath the historical mine workings. There has been insufficient exploration to estimate a Mineral Resource in accordance with any internationally recognised reporting standard.
Nueva Celti benefits from established infrastructure, including sealed road access, nearby rail infrastructure, grid power and proximity to existing mining operations and processing facilities within one of Europe's principal mining districts, providing multiple potential development pathways, subject to successful exploration and future technical studies.
Near-Term Work Programme
Subject to Completion of the Proposed Acquisition, Ajax intends to immediately commence the next phase of exploration at Nueva Celti.
The Company has engaged consultants with direct prior experience of the Nueva Celti Project, including individuals involved in its previous exploration programmes, providing continuity of technical knowledge as Nueva Celti advances into its next phase of exploration.
The Company currently plans to undertake an initial 3,000 metre diamond drilling programme, targeting extensions of the known mineralised system both along strike and at depth beneath the historical workings, at an estimated cost of approximately EUR 500,000.
The primary objective of this programme will be to delineate the known mineralised system sufficiently to support the publication of a maiden JORC-compliant Mineral Resource Estimate, whilst simultaneously testing extensions of the mineralisation along strike and at depth.
Based on information provided to the Company, Ajax understands that the annual exploration work programme is expected to be approved following the summer period, the relevant municipal licence has been authorised and land access agreements have been negotiated. Subject to Completion and verification during due diligence, the Company currently expects drilling to commence during September or October 2026.
In addition, Ajax understands that the drilling contractor which previously undertook exploration work at Nueva Celti has indicated that approximately €90,000 of previous drilling expenditure may be recognised in connection with a future drilling programme. Subject to Completion and verification during due diligence, the Company expects this to reduce the cost of the planned drilling programme.
Ippolito Ingo Cattaneo, Chief Executive Officer of Ajax Resources Plc, commented:
"The potential acquisition of Nueva Celti represents an opportunity to acquire what could become one of Ajax's most important assets. It is rare to find a project that combines historical production, extensive technical work, successful modern validation drilling, an existing exploration permit, excellent infrastructure and the ability to move immediately into drilling.
Our strategy is to build a portfolio of advanced exploration assets capable of delivering internationally recognised Mineral Resource Estimates and, ultimately, profitable mining operations. As a former producing copper mine with significant exploration upside, it has the potential to become an important contributor to Ajax's future growth as we continue to advance our portfolio towards development and production.
Nueva Celti represents a relatively low technical and execution risk exploration opportunity, with a clearly defined geological target, an established permitting framework and the ability to accelerate exploration immediately following Completion.
Our immediate objective will be to define a maiden JORC-compliant Mineral Resource in accordance with internationally recognised reporting standards as quickly as possible. If exploration confirms our expectations, we believe the Proposed Acquisition can be advanced efficiently through the technical, environmental and economic studies required to support the development of a future mining operation, further strengthening Ajax's portfolio and advancing our long-term ambition of building profitable mining operations that generate sustainable value for our shareholders."
For further information:
|
Ajax Resources Plc Ippolito Ingo Cattaneo, Chief Executive Officer |
Tel: + 44 (0) 208 146 6345 |
|
Allenby Capital Limited (Aquis Corporate Adviser) Nick Harriss / Nick Athanas |
Tel: + 44 (0) 203 328 5656 |
About Ajax Resources Plc
Ajax Resources Plc is a UK natural resources investment company listed on the Aquis Stock Exchange (AQSE: AJAX). The Company was previously listed on the FCA Official List of the Main Market of the London Stock Exchange as a Special Purpose Acquisition Company (SPAC) before transitioning to its current strategy as an operational natural resources investment vehicle.
Ajax is focused on identifying, acquiring and advancing assets containing copper, gold, silver, zinc, uranium and lead - commodities supported by strong long-term demand fundamentals. The Company's strategy centres on the acquisition and development of assets with historical production, significant untapped or latent potential, and substantial exploration upside, typically secured on highly advantageous terms. Ajax aims to progress these assets through development and into production, with the objective of generating revenue and long-term shareholder value.
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