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US$10M Debt Facility and Transaction Update

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Vast Resources plc has secured a binding term sheet for a US$10 million debt facility, with US$4 million earmarked for project expansion at Aprelevka and US$6 million for working capital. This facility, repayable over two years, is secured against the company's shareholding in Gulf and includes warrants for the financier. The longstop date for the proposed reverse takeover of Gulf International Minerals Limited has been extended to August 17, 2026, to accommodate negotiations. Separately, diamond sales have shifted to higher-margin retail channels, with approximately US$1.05 million generated from rough stones and US$0.064 million from polished stones sold to date. Aprelevka reported revenues of US$36.86 million and profit before tax of US$8.52 million for the year ended December 31, 2025. The company faces significant creditors and acknowledges that without the completion of the proposed transaction, it lacks the financial resources to meet its liabilities, making insolvency a likely outcome.

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Receipt of Term Sheet for US$10 million Debt Facility, Update on Proposed Reverse Takeover of Gulf International Minerals Limited and

General Update

Vast, the AIM quoted mining company, is pleased to announce that it has received a binding term sheet from a major international commodity trading and natural resources group (the "Financier") in respect of a proposed US$10 million funding (the "Proposed Facility"). The conditions precedent to the funding include: the agreement and execution of all definitive documents for the Proposed Transaction, including offtake agreements, security documents, and any intercreditor agreements; completion of the Proposed Reverse Takeover announced on 22 December 2025, including all necessary approvals by Vast's shareholders; and any relevant third-party consents or regulatory clearances being obtained (no additional consents or approvals are currently envisaged). The full-form funding documentation is currently being finalised in order to be in place prior to readmission on to AIM. Of the total principal available under the terms of the Proposed Facility, US$4 million 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.

Details of the Proposed Facility

The Proposed Facility of US$10 million is repayable over two years, with no capital repayments falling due until early 2027 and interest payable quarterly. The loan would be secured against Vast's shareholding in Gulf, and the Financier would receive warrants to subscribe for new Vast Ordinary Shares at 0.3p per Ordinary Share. The Financier would also purchase concentrate production from Aprelevka and have a right of first refusal in respect of the offtake of future concentrate production from Vast's other operations (subject to the Company's pre-existing contractual obligations with third parties), on terms as set out in the term sheet and documented in definitive agreements.

Transaction Update

The Company's brokers have begun meetings with potential investors, and Vast has, additionally, engaged with private individuals in the United States of America who have previously provided indications of an intention to invest in the enlarged Vast group.

The time required to negotiate the Proposed Facility necessitated a deferral of these workstreams and thus it has been necessary to extend the longstop date for the Proposed Transaction to 17 August 2026 (the "Longstop Date"). We appreciate the patience of all shareholders and market participants during the extended period of suspension from trading in the Company's shares on the AIM Market. Such a delay was not envisaged by the Board, however it is confident that the Proposed Transaction, once completed, will mark the start of an exciting new direction for Vast.

Longstop Date Extension

Further to the proposed Acquisition announced on 22 December 2025 and subsequent announcements, Vast has entered into a further amendment agreement with Bay Square Pacific Ltd to extend the Longstop Date in respect of the SPA from 31 July 2026 to 17 August 2026 subject to the General Meeting being called by 31 July 2026.

Update on Diamond Sales and Processing

Further to the announcement of 5 May 2026, the Company, via its marketing partner, has deferred selling the polished stones due to the wholesale market currently being depressed in both Dubai and Antwerp. However, the Company, via its polished goods associate, has commenced selling via retail channels, which generate higher realised values per carat ("ct") but require significantly more management time to effect.

To date, the Company has sold c.123,000 ct of low quality rough stones, at an average price of c.US$8.50 per ct for an aggregate revenue of c.US$1.05 million.

The Company has achieved limited sales of polished stone with values ranging from US$2,500 to US$8,000 per ct, at an average price of US$3,295 per ct, in respect of approximately 19.51 ct sold, generating aggregate revenue of US$0.064 million and estimates an average realised price of approximately US$2,750 per ct can be achieved in respect of the remaining polished goods. The Company's intention remains to market the remaining c. 1,674.39 ct of polished stones as soon as is practicable (and notes that polishing stones, whilst increasing the monetary value of each stone, does result in significant ct losses, estimated to be in the region of 50-75% of the initial weight).

Vast also intends to undertake a rough stone tender in Dubai, with the intention to sell a further c.5,000 ct of rough stones. The timing of such sale will be determined by the strength of the diamond market and regional stability. The Company also expects to process a further c.1,000 ct with a view to polishing and selling these stones in the future. Currently, these stones are in Zimbabwe, held on Vast's behalf, awaiting export to Dubai which is expected to take place imminently.

The relative performance of diamond and gold commodity prices over the last 12-18 months have necessarily required that Vast concentrates on completion of the ongoing Proposed Transaction, which in the Board's view represents the greatest potential to maximise shareholder value.

Summary Financial Information on Aprelevka

The following information has been extracted from financial information prepared in respect of Aprelevka, in which Gulf has a 49% interest and which is expected to be consolidated into the Vast group due to the Company exercising management control:

US$m31 Dec 202531 Dec 2024
Revenue36.8622.90
Profit before tax8.522.56
Cash and cash equivalents0.960.47

The full year audit for the Aprelevka accounts is awaiting sign-off, and the Company does not expect there to be any changes to the figures in the table above.

In the year to 31 December 2025, Aprelevka incurred CAPEX of c.US$3.22 million plant installation (including US$0.69 million on building work, US$1.97 million on machinery and equipment, and US$0.54 million on transport) and US$0.52 million of growth expenditures (including US$0.10 million on the Soviet Tailings pilot plant and US$0.42 million on the commencement of a drill programme on the Soviet Tailings).

Financial Position

At the current time, the Company has significant outstanding creditors, and its Romanian assets are currently not revenue generating. In addition, diamond sales have been slower and the preparatory work for sales has taken longer than was expected. The Board of Vast has, for some time, been focussed on the opportunity in Tajikistan presented by the Proposed Transaction as a means of attracting institutional capital and sufficiently capitalising the business in order to generate profitability and the sustainable positive cash flow required to repay its outstanding liabilities, meet creditors as they fall due and to generate returns from its existing assets.

Initial investor engagement to source funds under the Placing have been positive and the Board has been encouraged by progress in its debt discussions (referred to above) and in its discussions with potential subscribers.

However, the Board is clear that, should the Proposed Transaction not complete, the Company does not have the necessary financial resources to repay its outstanding liabilities at this point in time nor, having any foreseeable prospect of raising such financing, having considered all of its available options. In this event, it is noted that the Board would be required to seek advice from an insolvency practitioner with an event of insolvency considered the most likely outcome. In light of the current financial position, the Board has requested that the Company's ordinary shares remain suspended from trading on AIM until the material financial uncertainty of the Company's business can be clarified which, the Board believes, will not be until completion of the general meeting to be convened to approve, inter alia, the Proposed Transaction.

For further information, please visit the Company's website at www.vastplc.com or contact:

Vast Resources plc Andrew Prelea (CEO)+44 (0) 20 7846 0974
Strand Hanson Limited - Nominated & Financial Adviser James Spinney / James Bellman / Imogen Ellis+44 (0) 207 409 3494
Shore Capital Stockbrokers Limited - Joint Broker Toby Gibbs / James Thomas (Corporate Advisory)+44 (0) 20 7408 4050
Axis Capital Markets Limited - Joint Broker Richard Hutchinson+44 (0) 20 3206 0320
St Brides Partners Limited Susie Geliherhttp://www.stbridespartners.co.uk/ +44 (0) 20 7236 1177

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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