Completion of RTO & Re-Admission to Trading on AIM
Vast Resources PLC
19 August 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF VAST RESOURCES PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF VAST RESOURCES PLC.
Defined terms in this announcement shall have the same meaning as defined in the Company's Admission Document published 31 July 2026, unless otherwise defined herein.
19August 2026
Vast Resources plc
(“Vast” or the “Company”)
Completion of Reverse Takeover of Gulf International Minerals Limited,
Completion of Placing and Subscription,
Share Consolidation,
Re-Admission to trading on AIM,
Total Voting Rights,
Further Subscription and Drilling Update
Vast Resources plc (AIM: VAST), the AIM-quoted mining and resource development company with a portfolio of producing and development-stage precious and polymetallic projects in Tajikistan and Romania, is pleased to announce the completion of the Reverse Takeover of the entire issued share capital of Gulf International Minerals Limited ("Gulf"), the completion of the Placing and Subscription, the Share Consolidation, and the re-admission of the Company's enlarged ordinary share capital to trading on AIM, with re-commencement of dealings in its Ordinary Shares expected to take place at 08:00 a.m. today, 19 August 2026 ("Re-Admission").
Completion of the Reverse Takeover
Following the passing of all Resolutions at the General Meeting, held on 18 August 2026, as announced yesterday, all conditions to the Acquisition have been satisfied, save for Re-Admission, and the Company has completed the Reverse Takeover of Gulf from Bay Square Pacific Ltd (the "Seller") in accordance with the terms of the Share Purchase Agreement dated 22 December 2025 (as amended).
1,319,678,705 Consideration Shares, allocated as per the Company’s announcement of 6 August 2026, have been issued to the Seller and the Seller Shareholders at the Issue Price of 6.25 pence per New Ordinary Share, representing, in aggregate, approximately 80.23% of the Enlarged Ordinary Share Capital (on an undiluted basis).
Through its Reverse Takeover of Gulf, the Company has acquired a 49% beneficial interest in the Aprelevka Joint Venture ("Aprelevka JV"), which holds four active operational mining licences along the Tien Shan Gold Belt in northern Tajikistan, delivering production of approximately 11,000oz of gold and approximately 130,000oz of silver per annum from mined ore and tailings.
Completion of Placing and Subscription
The Company has raised gross proceeds of approximately £7.5 million (before expenses) through the Placing and Subscription at the Issue Price of 6.25 pence per New Ordinary Share, in addition to the gross proceeds of the oversubscribed Retail Offer of £300,000.
- 94,400,000 New Ordinary Shares have been issued pursuant to the Placing.
- 26,359,826 New Ordinary Shares have been issued pursuant to the Subscription.
- 4,800,000 New Ordinary Shares have been issued pursuant to the Retail Offer.
The net proceeds of the Placing, Subscription, and Retail Offer, together with the proceeds of the US$10 million debt facility announced on 17 August 2026 (the "Facility"), will be applied to fund the settlement of creditors and loans (including, in particular, the loan arrangements with Alpha and Mercuria), professional fees incurred in relation to the Reverse Takeover, general working capital requirements and the technical development of the Aprelevka Assets. US$4 million of the proceeds of the Facility is restricted for use in project expansion at Aprelevka, with the balance of US$6 million to be applied towards the Company's working capital requirements, including debt repayment.
Share Consolidation
Following the approval of Resolution 3 at the General Meeting, the Share Consolidation has become effective, with every 25 existing ordinary shares with a nominal value of £0.001 each in the capital of the Company having been consolidated into 1 new ordinary share with a nominal value of £0.025 each.
Re-Admission to trading on AIM and Total Voting Rights
Application has been made for the admission of the Enlarged Ordinary Share Capital, comprising 1,645,941,556 New Ordinary Shares of £0.025 each, to trading on AIM. Re-Admission is expected to become effective and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. today, 19 August 2026.
The New Ordinary Shares will be traded under the TIDM "VAST" and with the ISIN GB00BXNRYG27 and SEDOL BXNRYG2.
Following Re-Admission, the Company will have 1,645,941,556 ordinary shares of £0.025 each in issue. There are no ordinary shares held in treasury. The figure of 1,645,941,556 ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Further Subscription
The Board notes that the Company has received approaches from certain investors who were not able to participate in the Subscription within its timetable but have indicated a wish to invest approximately £500,000 in the Company’s New Ordinary Shares on the same terms as the Subscribers. Accordingly, subject to receiving binding commitments, the Board intends to allow such investors to subscribe for New Ordinary Shares on the same terms as investors in the Subscription in the coming days (a “Further Subscription”). Whilst there can be no certainty as to timing or final quantum, the Board will seek to conclude any Further Subscription and provide an update thereon as soon as practicable.
Drilling Update
The Company announces that a drilling campaign has commenced in Tajikistan, building on recent drilling, trench sampling and metallurgical test work completed on the Soviet Tailings Facilities, as announced on 15 July 2026. The objective of the campaign is to establish a maiden JORC-compliant resource for the assets held under the Aprelevka JV. The Company will provide further updates on the progress of this programme as appropriate.
Andrew Prelea, Chief Executive Officer of Vast, commented:
"Today marks a pivotal moment for Vast and one that has been a long time in the making. The journey to complete this reverse takeover has required enormous determination and persistence from the entire team, and I want to sincerely thank our shareholders for their patience and continued support throughout what has been a complex and demanding process.
“I believe that patience will be well rewarded. The enlarged group can now move forward, free of its legacy debts, and with a clear and credible path to becoming the profitable, mid-tier mining company we have long set out to build.
“The Aprelevka portfolio of mines are cash generative today, with a proven production track record stretching back over two decades. We have a well-defined route to increasing production and improving operational efficiencies across the portfolio, and we are confident that the tailings reprocessing programme will be a further low-cost, near-term growth lever.
“Beyond production growth, we are committed to setting a benchmark for responsible and sustainable mining in the region, working closely with the Government of Tajikistan as our joint venture partner to deliver lasting economic and social value. In line with this, we will also continue to evaluate further opportunities across the Tien Shan Gold Belt and the broader Central Asian region, while also progressing plans for the operational restart of our Romanian assets to ensure Romania provides a continued avenue of growth for the Company.
“This is the beginning of a new chapter for Vast, and we look forward to delivering on the potential of this enlarged platform for the benefit of all our shareholders."
**ENDS**
For further information, please visit the Company's website at www.vastplc.com or contact:
|
Vast Resources plc |
+44 (0) 20 7846 0974 |
|
Strand Hanson Limited – Nominated & Financial Adviser |
+44 (0) 207 409 3494 |
|
Shore Capital Stockbrokers Limited – Joint Broker |
+44 (0) 20 7408 4050 |
|
Axis Capital Markets Limited – Joint Broker |
+44 (0) 20 3206 0320 |
|
St Brides Partners Limited |
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 an AIM-quoted mining and resource development company with a portfolio of producing and development-stage precious and polymetallic projects in Tajikistan and Romania.
In Tajikistan, the Company holds a 49% beneficial interest in the Aprelevka Joint Venture, which provides exposure and management control of a portfolio of producing, and near-term production gold and silver assets. The Aprelevka JV operates four active mining licences along the Tien Shan Gold Belt, delivering production of approximately 11,000 ounces of gold and approximately 130,000 ounces of silver per annum. The remaining 51% interest in the JV is held by the Government of Tajikistan.
In Romania, the Company holds 100% ownership of the Baita Plai Polymetallic Mine in Bihor County and the Manaila-Carlibaba Polymetallic Mine, both currently on care and maintenance prior to operational restart. The Romanian portfolio also includes the Blueberry Gold Project, the Former Hanes Mine Project, and the Zagra Licences.
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