Vast Resources Plc

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

16 May 2022

Vast Resources plc

(“Vast” or the “Company”)

 Repayment of Atlas Special Opportunities LLC Completed

Asset Backed Debt facility of USD$4,000,000

Conditional Placing & Subscription to raise GBP£3,243,325

Vast Resources plc, the AIM-listed producing mining company, is pleased to announce that it has repaid in full the outstanding bonds owed to Atlas Special Opportunities LLC  (“Atlas”) linked to the Bond Issuance Deed announced on 24 October 2019 with the result that Atlas no longer has any conversion or any right to call for the issue of Vast ordinary shares. The Company has also undertaken to make a debt reduction of US$1,000,000 to the amount owed to Mercuria Energy Trading SA (“Mercuria”) relating to Tranche A of the Prepayment Agreement announced on 21 March 2018 (together referred to as the “Transaction”). As part of the Transaction the Company has secured a $4,000,000 asset backed debt facility from A&T Investments SARL (Alpha) arranged by Alpha Credit SA (“Alpha”), a Swiss investment banking and asset management boutique, and has raised in aggregate £3,243,325 before costs through a conditional subscription and placing (the “Subscription” & “Placing”) of 463,332,161 new ordinary shares of 0.1 pence in the Company (New Ordinary Shares) at a price of 0.7p per Ordinary Share (the “Subscription & Placing shares”).

The Subscription and Placing are subject to, inter alia, the receipt of Shareholder approval of the necessary Resolutions to enable the issue of the New Ordinary Shares. Accordingly, the Company is planning to convene a General Meeting on Monday 6 June 2022 to seek Shareholder approval of relevant authorities to allot shares in the Company (“Shareholder Approval”). These authorities will enable the Directors to complete the Placing & Subscription. A notice of General Meeting will be sent to Shareholders shortly and a copy will also be made available on the Company’s website in due course.

Shore Capital, the Company’s Joint Broker, participated in the Subscription. The Subscription was undertaken directly by the Company, and the Placing was arranged by Axis Capital Markets, the Company’s Joint Broker. A&T Investments, the principals of & investors in Alpha Credit S.A. have also made an advance payment of $1,090,000 in consideration for a new ordinary share issuance as part of the Subscription subject to Shareholder Approval at the General Meeting. The payment was made in advance of Shareholder Approval at the General Meeting on the basis of certain guarantees provided by Andrew Prelea and the wider Prelea family (the “Family”) to ensure the required upfront funding was secured against existing shares held by the Family in order to close the Transaction.

USE OF SUBSCRIPTION & PLACING FUNDS

The funds raised from the Subscription and Placing will be used to settle the balance of debt to Atlas over $4,000,000 and the agreed debt reduction commitment to Mercuria, as well as to cover the costs relating to the Transaction. The remaining funds raised through the Subscription and Placing will be utilised to support the continued optimisation of the performance of the Baita Plai Polymetallic Mine (Baita Plai) including the commissioning of the second mill circuit and new molybdenum line, as well as for working capital as the mine reaches production ramp-up from July 2022 onwards. Cash will also be used for general working capital and to maintain a liquidity buffer.

Andrew Prelea, Chief Executive Officer of Vast Resources, commented: 

“The successful repayment  of Atlas marks a definitive turning point for the Company that the Board believes should restore fair value in our share price.  As explained in our operations update of 3 May 2022, the investment and development work undertaken at Baita Plai over recent months together with the new revenue streams being introduced as a result of our interests in Tajikistan, are already reshaping our financial performance, and today’s refinancing will we believe  ensure these gains are translated into real returns for shareholders.

“I would like to thank Mercuria for its continued support in the Company and for its support in this transaction. In addition to this the participation of both Shore Capital, A&T Invesment and the Alpha principals and investors show further support in the Company. The oversubscribed Subscription and Placing now gives the opportunity for the Company to accelerate the planned initiatives to increase revenue and production levels at Baita Plai.

“Given that this refinancing is such a pivotal development for Vast, particularly when coupled with the various operational developments which are gaining pace at Baita Plai and elsewhere, the management intends to engage with shareholders on a variety of channels over the coming weeks including through a live presentation and Q&A session.  More details will be made available over the coming days.”  

TRANSACTION DETAILS 

Alpha has provided an asset backed debt facility with the following terms:

• $4,000,000 asset backed debt with no convertibility
• 12 month term
• 20% interest per annum with ability to repay early at month nine. Interest & principal to be repaid as a Bullet payment at the end of the term on Monday 15 May 2023.

The following security has been granted by the Company in order to facilitate the Transaction:

• Alpha has been granted first lien security over a real estate asset in Bucharest, Romania, in order to provide an enhanced security. Alpha is predominately a real estate driven lender and as this transaction is its first mining transaction, the real estate security component was key. The real estate asset has an independent valuation of €9,199,769.

• An existing shareholder of Vast Resources PLC, who is not a Related party under the AIM Rules, has been granted a first ranking security over Baita Plai in return for allowing the real estate asset owned by him being used as enhanced collateral for the funding to be provided to Vast by Alpha. Alpha has been granted a second ranking security over Baita Plai.

As part of the debt transaction and in lieu of the enhanced security being offered the Company has issued Warrants to both the real estate owner and A&T Investments SARL. The amount issued is $800,000 based on the prior agreement of giving warrants equal to 20% of the debt facility ($4,000,000). The strike price will be set at a 20% premium to the closing share price on Monday 16 May 2022 as referenced by Bloomberg.

The consent of Mercuria was required for the refinancing of Atlas in accordance with the terms of the previous intercreditor agreement between Vast, Mercuria and Atlas. The previous intercreditor agreement will now be superseded by a new intercreditor agreement between Mercuria, Vast and Alpha (together “the Parties”). The Parties have agreed a heads of terms on 12 May 2022 (“Heads of Terms”) and have given their best efforts to enter into a binding intercreditor agreement within the next thirty days (or by such later date as may be agreed between the Parties). The Heads of Terms provide that:

• Mercuria and Alpha shall each have its own security package for the debt owed to it by Vast.
• In addition to Mercuria’s current individual debt security over the Company’s Manaila Polymetallic Mine in Romania, Vast shall grant third ranking security to Mercuria over Baita Plai.
• a cash payment to Mercuria to be made on 16 May 2022 of USD$500,000.
• a further payment by Vast to Mercuria of USD$500,000 will be paid from the proceeds of the Subscription subject to Shareholder Approval at the General Meeting.
• Various arrangements are being considered to repay Mercuria, notwithstanding this the Company has undertaken to make further debt reductions and if necessary these could be covered by the funds raised from the placing and subscription subject to General Meeting Shareholder Approval.
• The totality of the debt owed to Mercuria will be fully repaid on or before Monday 15 May 2023.
• The Company can repay Mercuria in full ahead of any debt owed by Vast to Alpha.
• The Company will provide a further update when the Parties have executed the new intercreditor agreement.

Vast has agreed a long term equity option in the Company for Mercuria unconnected to the existing debt or repayment thereof.

• Up to £3,250,000 in full or in tranches
• 12 month option
• Can exercise option at a 10% discount to the mid closing price on the previous trading day to exercising the option.
• Control mechanism to take no more than a 20% stake in the Company.

ADMISSION DETAILS AND TOTAL VOTING RIGHTS

Subject to Shareholder Approval, application will be made to the London Stock Exchange for 463,332,161 new Ordinary Shares to be admitted to trading on the AIM Market with admission expected to occur on or around 10 June 2022 (‘Admission Subject to Shareholder Approval’).  The issued New Ordinary Shares will rank pari passu in all respects with existing Ordinary Shares.

Subject to Shareholder Approval, following Admission of the New Ordinary Shares the issued ordinary share capital of Vast will consist of 1,223,844,304 Ordinary Shares. There are no Ordinary Shares held in treasury. 1,223,844,304 represents the total number of voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change in their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules. 

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

**ENDS** 

For further information, visit www.vastplc.com or please contact:

ABOUT VAST RESOURCES PLC 

Vast Resources plc is a United Kingdom AIM listed mining company with mines and projects in Romania and Zimbabwe.

In Romania, the Company is focused on the rapid advancement of high-quality projects by recommencing production at previously producing mines.

The Company's Romanian portfolio includes 100% interest in the producing Baita Plai Polymetallic Mine, located in the Apuseni Mountains, Transylvania, an area which hosts Romania's largest polymetallic mines. The mine has a JORC compliant Reserve & Resource Report which underpins the initial mine production life of approximately 3-4 years with an in-situ total mineral resource of 15,695 tonnes copper equivalent with a further 1.8M-3M tonnes exploration target. The Company is now working on confirming an enlarged exploration target of up to 5.8M tonnes.

The Company also owns the Manaila Polymetallic Mine in Romania, which was commissioned in 2015, currently on care and maintenance. The Company has been granted the Manaila Carlibaba Extended Exploitation Licence that will allow the Company to re-examine the exploitation of the mineral resources within the larger Manaila Carlibaba licence area.

The Company has also acquired an interest in a joint venture company which provides expsoure to a near term revenue opportunity from the Takob Mine processing facility in Tajikistan.  The Takob Mine opportunity, which is 100% financed, will provide Vast with a 12.25 percent royalty over all sales of non-ferrous concentrate and any other metals produced.  Processing of stockpiled ore on site is expected to commence in Q2 2022.

In Zimbabwe, the Company is focused on the commencement of the joint venture mining agreement on the Community Diamond Concession, Chiadzwa, in the Marange Diamond Fields.