Vast Resources Secures $10M Debt Facility and Extends Reverse Takeover Deadline to August 2026

Details of the US$10 Million Debt Facility

Vast Resources received a binding term sheet from a prominent international commodity trading and natural resources group for the proposed US$10 million funding facility. Conditions precedent include execution of all definitive transaction documents, completion of the reverse takeover of Gulf International Minerals Limited (including shareholder approvals), and any necessary third-party consents or regulatory clearances. No additional approvals are currently anticipated, and full funding documentation is being finalized ahead of AIM readmission.

The facility allocates US$4 million specifically for expanding the Aprelevka gold and silver project in Tajikistan, with the remaining US$6 million designated for working capital. The loan is structured over two years, with no capital repayments due until early 2027 and quarterly interest payments. The financier will hold security over Vast’s Gulf shareholding and receive warrants to subscribe for new ordinary shares at 0.3p each. Furthermore, the financier will purchase concentrate production from Aprelevka and hold a right of first refusal for future concentrate offtake from Vast’s other operations, subject to existing third-party contracts.

Aprelevka’s Robust Financial Results for 2025

Financial data from Aprelevka reveal marked operational improvements. For the year ended 31 December 2025, revenue rose to US$36.86 million from US$22.90 million in 2024, while profit before tax surged to US$8.52 million compared to US$2.56 million the prior year. Cash and cash equivalents increased to US$0.96 million at year-end 2025 from US$0.47 million at the end of 2024.

The full-year audit for Aprelevka is pending sign-off, with no expected changes to reported figures. Capital expenditure in 2025 totaled approximately US$3.22 million, including US$0.69 million on building works, US$1.97 million on machinery and equipment, and US$0.54 million on transport. Additional growth investments of around US$0.52 million were made, covering US$0.10 million for the Soviet Tailings pilot plant and US$0.42 million for initiating a drill program on the Soviet Tailings project. Aprelevka operates four active mining licenses producing roughly 10,400 ounces of gold and 80,000 ounces of silver annually, with historical peak production reaching about 27,000 ounces of gold and 250,000 ounces of silver per year.

Extended Deadline for Reverse Takeover Completion

Due to prolonged negotiations over the debt facility, the timeline for completing the reverse takeover of Gulf International Minerals Limited has been extended. Vast has amended its agreement with Bay Square Pacific Ltd, moving the longstop date from 31 July 2026 to 17 August 2026, contingent on calling a general meeting by 31 July 2026. Although this delay was unexpected by the Board, it remains confident that the transaction’s completion will initiate a promising new phase for Vast.

Brokers have commenced meetings with potential investors, and Vast is also engaging with private investors in the USA who have previously indicated interest in investing in the enlarged group. Initial investor feedback on the placing has been positive, and the Board is encouraged by progress in debt negotiations and discussions with prospective subscribers. The extended AIM trading suspension has required shareholder patience, and the company expresses gratitude for the forbearance of shareholders and market participants during this period.

Update on Diamond Sales and Market Conditions

Vast Resources updated its diamond sales and processing activities, initially announced on 5 May 2026. Due to depressed wholesale markets in Dubai and Antwerp, polished stone sales have been deferred. However, sales through retail channels, which yield higher per-carat values but require more management effort, have commenced.

To date, approximately 123,000 carats of low-quality rough diamonds have been sold at an average of US$8.50 per carat, generating about US$1.05 million. Limited polished stone sales total approximately 19.51 carats at an average price of US$3,295 per carat, producing US$0.064 million in revenue. The company estimates the remaining polished goods, roughly 1,674.39 carats, can achieve an average price of about US$2,750 per carat. Vast plans to market these polished stones as soon as practicable, noting that polishing increases value but results in significant carat losses estimated between 50% and 75%.

Vast intends to hold a rough stone tender in Dubai to sell around 5,000 additional carats, timing dependent on diamond market strength and regional stability. Approximately 1,000 carats are expected to be processed for future polishing and sale; these stones are currently in Zimbabwe awaiting imminent export to Dubai. The company notes that diamond and gold price performance over the past 12 to 18 months necessitates focusing on completing the proposed transaction, which the Board views as the best path to maximizing shareholder value.

Vast’s Diverse Mining Portfolio and Strategic Priorities

Vast Resources operates mining assets across Romania, Tajikistan, and Zimbabwe at various development stages. In Romania, the company is advancing high-quality projects by restarting production at previously operational mines. Vast holds 100% of Vast Baita Plai SA, which owns the Baita Plai Polymetallic Mine in the Apuseni Mountains, Transylvania. This mine has a JORC-compliant reserve and resource report supporting an initial mine life of 3 to 4 years, with an in-situ total mineral resource of 15,695 tonnes copper equivalent and an exploration target between 1.8 and 3 million tonnes, with efforts underway to confirm an expanded target up to 5.8 million tonnes.

Additionally, Vast owns the Manaila Polymetallic Mine in Romania and holds the Manaila Carlibaba Extended Exploitation Licence, enabling evaluation of mineral exploitation across a larger area. In Zimbabwe, Vast is re-engaging its investment strategy and initiating discussions for further mining concessions. In Tajikistan, Vast holds interests in two key assets: a 12.25% royalty on sales from the Takob Mine processing facility via a joint venture, and the Aprelevka gold mines, which Vast manages and develops on behalf of Gulf International Minerals Limited, entitling Vast to 10% of earnings from Gulf’s 49% stake in Aprelevka.

Financial Status and Going Concern Risks

The announcement details Vast’s current financial challenges and the significant uncertainty regarding its ability to continue as a going concern without completing the proposed transaction. The Board reports substantial outstanding creditors, with Romanian assets currently non-revenue generating. Diamond sales have been slower than anticipated, and sales preparations have taken longer than expected. The Board has focused on the Tajikistan opportunity presented by the transaction to attract institutional capital, capitalize the business, generate profitability, and achieve sustainable positive cash flow to meet liabilities.

The Board issues a clear warning that if the transaction does not complete, the company lacks the funds to repay liabilities and has no foreseeable means to raise financing. In such a scenario, the Board would seek advice from an insolvency practitioner, with insolvency considered the most likely outcome. Consequently, the Board has requested continued suspension of trading in Vast’s AIM shares until the material financial uncertainty is resolved, expected only after the general meeting approving the transaction.

Investor Outreach and Capital Raising Efforts

Vast has initiated active engagement with institutional and private investors to support the transaction and capital needs. Brokers have begun meetings with potential investors, and discussions with private U.S. individuals previously indicating investment interest in the enlarged group are ongoing. Early investor response to the placing has been positive, reflecting support for the company’s strategic focus on Tajikistan.

The Board is also encouraged by progress in debt facility discussions and equity funding talks. However, these remain subject to definitive documentation and regulatory approvals. The complexity and timing of these processes necessitated extending the transaction’s longstop date, highlighting the interdependence of debt financing, equity raising, and transaction completion. Vast’s financial strategy depends on simultaneous advancement of these capital raising and transaction milestones.

Strategic Importance of the Transaction and Production Growth Plans

The reverse takeover of Gulf International Minerals Limited represents a strategic shift positioning Vast for sustainable growth via producing gold and silver assets in Tajikistan. Aprelevka’s mines, where Gulf holds 49%, currently produce about 10,400 ounces of gold and 80,000 ounces of silver annually. Historical peak production reached approximately 27,000 ounces of gold and 250,000 ounces of silver per year, indicating significant untapped capacity.

Vast aims to increase production at Aprelevka’s four operational licenses toward historical peak levels. This expansion is expected to generate substantial cash flow to repay liabilities and fund further portfolio development. The 2025 financial results, showing 61% revenue growth and over 230% profit before tax increase year-on-year, demonstrate operational momentum and the feasibility of production growth. The US$4 million portion of the debt facility dedicated to Aprelevka’s expansion supports this strategy, with capital expenditures directed toward plant installation, building works, machinery, and exploration activities such as the Soviet Tailings pilot plant and drilling program.

Regulatory Approvals, AIM Suspension, and Shareholder Updates

The transaction and financing require multiple regulatory and shareholder approvals, contributing to timeline extensions. Full funding documentation is being finalized ahead of AIM readmission, with regulatory approval from the AIM operator a key condition. Vast’s shares have been suspended on AIM throughout negotiations, and the Board requests this suspension continue until the company’s financial uncertainty is resolved.

The general meeting to approve the transaction must be called by 31 July 2026, with the new completion longstop date set for 17 August 2026. Though unexpected, the Board remains confident of completion. The company thanks shareholders and market participants for their patience during the extended suspension and provides transparency on the delay caused by debt facility negotiations. The complex regulatory framework, shareholder approval requirements, and funding conditions all contribute to the extended timeline and execution risks.