Ajax Resources Obtains Exclusive Option to Acquire Nueva Celti Copper Project in Andalusia, Spain

Historic Production and Strategic Location in Europe’s Ossa-Morena Metallogenic Belt

The Nueva Celti Copper Project is a historic underground copper mine near Pef1aflor, Province of Seville, Andalusia, Spain, situated within the Ossa-Morena Metallogenic Belt—one of Europe’s prominent polymetallic mining regions. Mining dates back to the 19th century, with significant underground operations from 1902 to 1918 across six levels accessed by two shafts extending to roughly 130 metres depth. Historical records show selected ore grades exceeding 5% copper during past extraction.

Located in Andalusia, a well-established European mining jurisdiction, Nueva Celti benefits from sealed road access, nearby rail infrastructure, grid power, and proximity to existing mining and processing facilities. Importantly, the project is outside national parks or protected areas, ensuring a stable regulatory environment conducive to mineral exploration and development. These infrastructure advantages offer multiple development pathways pending successful exploration and technical studies.

Extensive Historical and Recent Drilling Validates Mineralisation Below Past Workings

The project has over 9,000 metres of combined historical and modern drilling from multiple exploration phases conducted by Astur-Placer S.A., Asturiana de Zinc S.A. (now part of Glencore), and Western Metallica. This extensive technical groundwork supports Ajax’s future exploration efforts and confirms continuity in geological investigation.

Modern drilling in 2023 validated key historical geological interpretations and confirmed copper mineralisation continues beneath previous workings. While modern metallurgical testing is pending, historical data indicates high copper recoveries during earlier mining. This confirmation reduces exploration risk by validating the geological framework under current technical standards and provides clear targets for Ajax’s planned drilling.

Western Metallica’s Geological Potential and Polymetallic Credits

Western Metallica’s technical assessments suggest geological potential of approximately 8 to 10 million tonnes grading between 1.2% and 1.5% copper, along with potential gold, silver, lead, and zinc credits. Additional exploration targets have been identified along strike and at depth beneath the historic workings, though these have not been independently verified nor quantified in tonnage or grade.

There has been insufficient exploration to estimate a Mineral Resource under internationally recognised standards, so the tonnage and grade figures represent geological potential rather than a formal JORC-compliant resource. Ajax’s immediate exploration goal post-acquisition is to define a maiden JORC-compliant Mineral Resource Estimate. The presence of polymetallic credits may enhance future economic value pending successful resource definition and evaluation.

Acquisition Structure: Option Fee, Cash, and Equity Consideration

The acquisition consideration totals US$300,000, split into a US$10,000 non-refundable option fee credited against cash consideration on completion, US$90,000 cash payable on completion, and US$200,000 satisfied through issuance of new Ajax ordinary shares priced at the ten-day average closing price prior to completion.

The share-based payment introduces a price-discovery mechanism tied to Ajax’s share price at completion, determining the number of shares issued. Consideration Shares will be locked up for four months post-completion, followed by an orderly market disposal agreement lasting until the first anniversary. Ajax may facilitate bona fide investor participation to ensure orderly disposal and minimize market disruption.

60-Day Exclusive Due Diligence and Completion Conditions

Ajax has a 60-day exclusive period to conduct legal, technical, financial, commercial, and operational due diligence on Nueva Celti and Western Metallica, S.L. This allows validation of project aspects before committing to completion. Upon option exercise, Western Metallica is contractually obligated to complete the transaction, subject to regulatory approvals.

Completion depends on Ajax’s satisfaction with due diligence outcomes, providing a withdrawal mechanism if concerns arise, with the US$10,000 option fee retained by Western Metallica. Ajax has engaged consultants with prior experience on Nueva Celti, ensuring continuity of technical expertise during due diligence and exploration.

Upcoming 3,000-Metre Diamond Drilling Programme Aimed at Resource Definition

Following acquisition completion, Ajax plans to launch a 3,000-metre diamond drilling campaign targeting extensions of the mineralised system along strike and at depth beneath historic workings. The programme, estimated at EUR 500,000, aims to delineate the mineralised system to support a maiden JORC-compliant Mineral Resource Estimate.

Drilling is expected to start in September or October 2026, pending completion and due diligence verification. Consultants with direct Nueva Celti experience have been engaged. The annual exploration work programme is anticipated to be approved post-summer, with municipal licences authorised and land access agreements secured. The drilling contractor has indicated a e28290 90,000 credit from prior work applicable to the upcoming programme, subject to due diligence confirmation.

Ajax’s Strategic Portfolio Expansion: South America and Europe

Acquiring Nueva Celti aligns with Ajax’s strategy to acquire advanced exploration and historically producing mineral projects with significant resource potential in favourable jurisdictions. Listed on the Aquis Stock Exchange (AQSE: AJAX), Ajax transitioned from a Special Purpose Acquisition Company (SPAC) to an operational natural resources investment company.

Ajax focuses on copper, gold, silver, zinc, uranium, and lead assets with strong long-term demand. Its South American portfolio includes the Macacha Copper-Silver Project in Argentina and the Pereira Velho Gold Project in Brazil, both advancing towards mineral resource definition with drilling expected soon. Nueva Celti complements this by adding a high-quality European copper project with potential to create value through modern exploration within a stable mining jurisdiction. Ajax aims to develop these assets towards production to generate revenue and shareholder value.

CEO Ippolito Ingo Cattaneo Highlights Strategic Importance and Low-Risk Profile

CEO Ippolito Ingo Cattaneo described Nueva Celti as potentially one of Ajax’s most important assets, noting its rare combination of historical production, extensive technical data, successful modern drilling validation, existing exploration permits, excellent infrastructure, and readiness for immediate drilling.

Cattaneo emphasized Ajax’s goal to build a portfolio of advanced exploration assets capable of delivering internationally recognised Mineral Resource Estimates and profitable mining operations. He characterized Nueva Celti as a low technical and execution risk opportunity with a defined geological target and established permitting framework, enabling accelerated exploration post-completion.

Ajax’s immediate priority is to define a maiden JORC-compliant Mineral Resource swiftly. If exploration confirms expectations, the project can progress efficiently through technical, environmental, and economic studies to support future mining development, enhancing Ajax’s portfolio and advancing long-term shareholder value creation.

Regulatory Status and Investigation Permit at Nueva Celti

The acquisition includes an Investigation Permit covering approximately 1,234 hectares at Nueva Celti, valid initially for three years with renewal options under Spanish mining law. This regulatory framework provides a defined timeframe for exploration and potential permit extensions, reducing risk compared to greenfield projects lacking permits.

Information provided to Ajax indicates the annual exploration work programme is expected to be approved after summer, municipal licences authorised, and land access agreements negotiated. These pre-existing approvals reduce permitting delays post-acquisition, consistent with the project’s low technical and execution risk profile.

Valuation and Market Impact Considerations

The acquisition values Western Metallica, S.L. at US$300,000, comprising a US$10,000 option fee, US$90,000 cash, and US$200,000 in Ajax shares. This valuation reflects the historic underground copper mine’s infrastructure, extensive drilling, and geological potential of 8-10 million tonnes grading 1.2%-1.5% copper. Comparable valuations or valuation methodology were not disclosed.

The share-based component will dilute existing Ajax shareholders depending on the share price at completion. The seller’s four-month lock-up and subsequent orderly market disposal agreement aim to minimize share price disruption. Immediate share price effects remain unclear from public information.