VAST Vast Resources Plc

Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining

14 February 2024

Vast Resources plc

('Vast' or the 'Company')

Notice of General Meeting

Vast Resources plc, the AIM-listed mining company, announces that a general meeting ('GM') of the Company will be held at Nettlestead Place, Maidstone Road, Nettlestead, nr Maidstone, ME18 5HA at 11.00 on 29 February 2024. A copy of the Notice of GM, associated proxy form and a letter from the Chairman has been posted to Shareholders today, and copies can be found on the Company's website at: www.vastplc.com.

The relevant text included in the letter from the Chairman, the expected timtetable of key events and the statistics relating to the capital reorganisation are appended below.

**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, Tajikistan, 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 Vast Baita Plai SA which owns 100% of 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 the Company is looking to bring back into production following a period of care and maintenance. The Company has also 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.

Vast has an interest in a joint venture company which provides exposure 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.  Vast has also been contractually appointed to manage and develop the Aprelevka Gold Mines located along the Tien Shan Belt that extends through Central Asia, currently producing approximately 11,600 oz of gold and 116,000 oz of silver per annum. It is the intention to increase production closer to historical peak production of 27,000 oz gold and 250,000 oz silver.  Vast will be entitled to a 4.9% effective interest in the mines with the option to acquire equity in the future.

The Company retains a continued presence in Zimbabwe in respect of the Historic claims.

APPENDIX

TEXT OF THE LETTER FROM THE CHAIRMAN OF THE COMPANY

Authority to issue Shares and to disapply Pre-emption Rights

Capital Reorganisation

Notice of General Meeting at 11.00 on 29 February 2024

1.    Introduction

I am writing to provide you with details of a General Meeting of the Company being held on 29 February 2024. 

The purpose of the General Meeting is to consider and, if thought fit, approve:

a)   One Ordinary and one Special Resolution relation to the authority to issue shares and to disapply pre-emption rights (Resolutions 1 and 2).

b)   An Ordinary Resolution relating to the Capital Reorganisation as described below (Resolution 3).

2.       Reasons for the Resolutions

As has been announced on 15 January 2024, the Company has concluded a debt extension agreement with A&T Investments Sarl ("Alpha") and with Mercuria Energy Trading SA ("Mercuria"), (together the "Creditors") so that no enforcement of security can take place until after 29 February 2024 in order to allow the Company to finalise ongoing repayment initiatives as previously announced.  The Company therefore needs to make arrangements for new facilities in order that the debts to the Creditors can be repaid.

Since 15 January 2024 I am pleased to say that there are several positive developments in progress:

·       Whilst it is appreciated that there has been a considerable period of time since the delivery of the historic parcel was first expected, the Company has good reason to believe that finalisation of the delivery of the parcel can still be finalised in the close future. 

·       Good progress is being made on independent assays of the platinum concentrate for the benefit of the buyer pursuant to the Platinum Group Metals Agreement announced on 22 January 2024 with a Swiss investment company, which if the results are confirmed as expected, could result in a first sale by the end of the month thus immediately generating revenue from the arrangement.

·       Subject to the completion of the first sale under the Platinum Group Metals Agreement the owner of the Swiss investment Company owning the high grade PGM concentrate has indicated a firm interest in providing major restructuring finance to the Company, partly through debt and partly through equity to be issued at a higher price than the current share price.

·       As foreshadowed in the Company's announcement of 7 February 2024, productivity at Baita Plai has now started to increase.  The Company has also successfully implemented a Baita Plai cost reduction programme. 

In order to show good faith towards repayment of the Creditors and to provide a possible solution to the Company in the unlikely event of enforcement of security in favour of the Creditors, the Company has agreed with the Creditors to request Shareholders for such additional authority to issue shares as will, at a margin to the current share price, enable the Company to raise up to US$9.4 million so that the Creditors can be repaid in full.  The Company therefore is requesting Shareholders to approve the grant of authority to issue shares which, if issued, would raise sufficient to repay the Creditors should it be necessary to repay the Creditors by this method.. 

In addition, pending the ultimate receipt of the proceeds of the historic parcel, the Company requires a further US$1 million as working capital.

The Directors therefore propose that authority from Shareholders be requested to issue, up to a nominal value of £8,400,000 of share capital (equivalent to 8,400,000,000 Existing Ordinary Shares) (Resolutions 1 and 2), which if issued at par value for each New Ordinary Shares would raise £8.4million, or approximately US$10.5 million - sufficient to repay the Creditors and provide the necessary working capital together with a small additional margin..

The Directors would like to stress that the authority is required in order to give comfort to the Creditors.  With the near term prospect of receipt of the historic parcel and the benefit of current discussions with the owner of the Swiss investment company, and also with the expected rise of the Company's share price in the light of these developments, it is not expected that a material proportion of the requested authorities will be required in practice, or if required not at prices similar to the current share price

The Company's share price is, at the time of writing, near to its par value of 0.1p.  The Company may not raise equity at a discount to its par share price, and therefore, in order to facilitate the raising of the necessary capital, the Directors are proposing a reorganisation of the Company's share capital so that there are fewer Ordinary Shares of the Company in issue whilst maintaining the same par value of each shares (0.1p) with the result that the underlying value of each Ordinary Share is proportionately increased.  To do this, as is explained in more detail below, it is proposed that each 54 Existing Ordinary Shares in the Company be converted into 9 New Ordinary Shares in the Company plus 5 valueless Deferred Share.  In principle, if each Existing Ordinary Share were worth 0.1p then each New Ordinary Share would be worth 0.6p - substantially above its par value of 0.1p.

If the share price has risen materially above the current share par value of 0.1p by the time of the General Meeting the Resolution reorganising the share capital of the Company (Resolution 3) may be withdrawn. Moreover, if Resolution 3 is not withdrawn the Directors undertake that the authorities granted through the passing of the Resolutions 1 and 2 will not be used beyond an authority to issue nominal value of £2,000,000 of share capital (equivalent to 2,000,000,000 New Ordinary Shares)

The Directors well appreciate that if all the shares permitted to be issued as a result of the granting of the authorities requested were issued at the current share price, or at par (0.1p) in terms of the New Ordinary Shares, this would entail a very significant dilution of the Company's share capital.  However, on the one hand, as already stated above, in view of current developments the Directors believe that it will be unnecessary to issue a material percentage of the shares that would be authorised at current prices, and on this basis any dilution would be significantly lower. On the other hand, if the authority were not granted there is a very significant risk that the Creditors would enforce their security which might constitute an existential threat to the Company.

3.    The proposed Capital Reorganisation

At the date of this document the Company has in issue 5,571,644,142 Ordinary Shares of £0.001 (0.1p each) Existing Ordinary Shares, which are publicly traded on AIM.

The proposal is to reduce the number of Existing Ordinary Shares by a factor of 6 whilst retaining the same par value (0.1p).  This will be done by converting the 5,571,644,142 Existing Ordinary Shares into 928,607,357 New Ordinary Shares and 515,892,976 New Deferred Shares.  The New Deferred Shares would rank pari passu with the Company's Existing Deferred Shares and would have no economic value so that each New Ordinary Share, in principle, has exactly 6 times the value of each Existing Ordinary Share.

The reason for the sub-division is to ensure the price at which the New Ordinary Shares are traded in excess of their par value.

4.       Capital Reorganisation - further details

4.1     The Conversion of the Company's shares

The Board is proposing to reduce the number of Ordinary Shares in issue by a factor of 6.  In order to do this it is proposed that every 54 Existing Ordinary Shares of £0.001 (0.1p) each be converted into 9 New Ordinary Shares of £0.001 (0.1p) each and 5 New Deferred Share of £0.009 (0.9p). 

On the assumption that the issued share capital immediately prior to the General Meeting is 5,571,644,142 Existing Ordinary Shares there will be 928,607,357 New Ordinary Shares in issue immediately following the passing of the Resolution.  The conversion of the Existing Ordinary Shares will not, of itself, affect the value of any shareholding.  Each New Ordinary Share held by each Shareholder will in principle be worth 6 times the value of each Existing Ordinary Share held by each Shareholder immediately prior to the conversion.

On the same assumption, the Resolution will also result in 515,892,976 New Deferred Shares of £0.009 (0.9p) each which shall rank pari passu with the 3,206,616,509 Existing Deferred Shares. As stated these shares have no economic value.

No share certificates will be issued in respect of the New Deferred Shares.

4.2     Fractional Entitlements

No Shareholder will, pursuant to the Capital Reorganisation, be entitled to receive a fraction of a New Ordinary Share.  In the event that the number of Existing Ordinary Shares attributed to a Shareholder is not an exact whole number, the Conversion will generate an entitlement to a fraction of a New Ordinary Share.  Such fractional entitlements will be aggregated and sold on the open market (see further explanation regarding fractional entitlements at paragraph 4.3 below).

Accordingly, following the implementation of the Capital Reorganisation, any Shareholder who as a result of the Conversion has a fractional entitlement to any New Ordinary Share, will not have a resultant proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares.

4.3     Sale of Fractional Entitlements

As set out above, the Capital Reorganisation will give rise to fractional entitlements to a New Ordinary Share where any holding is not an exact whole number.  As regards the New Ordinary Shares, no certificates regarding fractional entitlements will be issued.  Any New Ordinary Shares in respect of which there are fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of Shareholders entitled to fractions ('Fractional Shareholders').

As the net proceeds of sale due to a Fractional Shareholder are expected to amount in aggregate to only a trivial sum, the Board is of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to consolidate and distribute all such proceeds of sale, which instead shall be retained by the Company in accordance with the Articles of Association of the Company.

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings.  For Shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Capital Reorganisation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held.  The effect is expected to be the same as for shareholdings registered in beneficial names, however it is the stockbroker's or nominee's responsibility to deal with fractions arising within their customer accounts, and not the Company's responsibility.

4.4     Effects of Capital Reorganisation

For purely illustrative purposes, examples of the effects of the Capital Reorganisation (should Shareholders at the General Meeting approve the Resolution) are set out below:

The example below shows a holding of Existing Ordinary Shares which will be subject to a fractional entitlement, the value of which will depend on the market value of the New Ordinary Shares at the time of sale.

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and dealings in the New Ordinary Shares are expected to commence on 1 March 2024.

4.5     Resulting Ordinary Share Capital

The issued ordinary share capital of the Company immediately following the Capital Reorganisation, assuming that it is approved by the Shareholders and that no further Existing Ordinary Shares are issued before the General Meeting, is expected to comprise 928,607,357 New Ordinary Shares.

4.6     Rights attaching to New Ordinary Shares

The New Ordinary Shares arising upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend and other rights.

4.7     Effects on Options and other Instruments

The entitlements to Ordinary Shares of holders of securities or instruments convertible into Ordinary Shares (such as share options and warrants) will be adjusted to reflect the Capital Reorganisation.  The Company will notify these holders of the Capital Reorganisation in due course.

4.8     United Kingdom Taxation in relation to the Capital Reorganisation

The following information is based on UK tax law and HM Revenue and Customs practice currently in force in the UK.  Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time.  The information that follows is for guidance purposes only.  Any person who is in any doubt about his or her position should contact their professional advisor immediately.

For the purposes of UK taxation of chargeable gains, a Shareholder should not be treated as making a disposal of all or part of his holding of Existing Ordinary Shares by reason of the Conversion.  The New Ordinary Shares should be treated as the same asset, and as having been acquired at the same time and at the same aggregate cost as, the holding of Existing Ordinary Shares from which they derive.  On a subsequent disposal of the whole or part of the New Ordinary Shares comprised in the new holding, a Shareholder may, depending on his or her circumstances, be subject to tax on the amount of any chargeable gain realised.

5.       Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares.  Subject to Shareholder approval of the Resolution, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 1 March 2024.  The Company's new ISIN code, following the Capital Reorganisation, will be announced as soon as available.

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following Admission, which is expected to take place on 1 March 2024.

FOLLOWING COMPLETION OF THE CAPITAL REORGANISATION, CERTIFICATES IN RESPECT OF EXISTING ORDINARY SHARES WILL CEASE TO BE VALID.

Share certificates in respect of holdings of New Ordinary Shares will be sent to the registered address of Shareholders on the register at 6.00pm on the Record Date. The share certificates will be despatched by 1st class post, at the risk of the shareholder.

6.       Action to be taken

Shareholders have been sent a Form of Proxy for use at the General Meeting.  Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon.  To be valid, completed Forms of Proxy must be received by the Registrar as soon as possible, and in any event not later than 11.00 on 27 February 2024.

Shareholders are reminded that, if their Ordinary Shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the General Meeting.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services & Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, immediately.

The Board understands that the General Meeting also serves as a forum for Shareholders to raise questions and comments.  If Shareholders do have any questions or comments relating to the business of the meeting that they would like to ask the Board, they are asked to submit those questions in writing via email to shareholderenquiries@stbridespartners.co.uk by no later than 11.00 on 28 February 2024.  The Board will look to answer these questions in writing and will respond to Shareholders directly or via the website at www.vastplc.com.

7.       Recommendation

On the basis of the facts and opinions set out above, the Directors consider that the passing of the Resolutions are in the best, and indeed the essential, interests of the Company and its Shareholders as a whole.  Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as they intend to do in respect of their aggregate interests of 20,166,385 Existing Ordinary Shares (representing approximately .037% of the Existing Ordinary Shares of the Company).

 As stated, if the share price rises materially above current levels the Resolution concerning the reorganisation of the Company's share capital (Resolution 3) may be withdrawn.

Yours sincerely

Brian Moritz
Chairman

13 February 2024

Expected Timetable of Key Events

(1) References to times in this document are to London time (unless otherwise stated).

(2) The dates set out in the timetable above may be subject to change.

(3) If any of the above times or dates should change, the revised times and/r dates will be notified by an announcement to an RNS.

Statistics Relating to the Capital Reorganisation

END.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is the Company's nominated adviser for the purposes of the AIM Rules. Beaumont Cornish is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the contents of this announcement or any other matter referred to herein. Beaumont Cornish's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and not to any other person and in particular, but without limitation, in respect of their decision to acquire Ordinary Shares in reliance on any part of this announcement. Beaumont Cornish has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Beaumont Cornish nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Beaumont Cornish expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.