Vast Resources (VAST ) says it has agreed a conditional deal to acquire Gulf International Minerals in an all-share transaction that would see the seller group (Bay Square Pacific) own 80% of Vast’s enlarged share capital on completion. At the same time, the company plans a placing expected to raise around £7.5 million, alongside a retail offer via a bookbuild.
The proposed transaction is classified as a reverse takeover under AIM Rule 14. As a result, trading in Vast’s shares will be suspended from midday today and will remain suspended until an AIM admission document is published (or the transaction is terminated).
Vast said it has entered into a conditional share purchase agreement with Bay Square Pacific, plus a deed of contribution and guarantee with Bay Square and its shareholders. The consideration for Gulf is entirely in new Vast shares, issued so that the seller and seller shareholders would hold 80% of the enlarged ordinary share capital on re admission, including the shares issued under the placing and the bookbuild offer.
Meanwhile, Vast intends to publish an AIM admission document in early 2026, which will include notice of a general meeting to seek shareholder approval for the transaction and related matters. Following this, Vast would seek re admission of its shares to AIM. If the transaction does not proceed, Vast said it would seek to have the suspension lifted.
Gulf, founded in April 2010, is focused on Tajikistan and is party to a joint venture with the Tajikistan Government covering four gold mining operations, Aprelevka, Burgunda, Ikkizelon and Kyzylcheku, plus a central processing plant in northern Tajikistan. The Aprelevka assets also include two tailings storage facilities.
Vast noted that Aprelevka currently produces around 10,400 ounces of gold and 80,000 ounces of silver per year from mined ore and tailings. Historically, production has been higher, with the Company citing 2017 output of 18,733 ounces of gold and 52,210 ounces of silver.
Vast has managed Aprelevka since January 2024 under an agreement that includes profit sharing and potential equity rights in Gulf. However, if the acquisition completes, those arrangements would be replaced, with Gulf becoming wholly owned by Vast.
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This is a major reset for Vast, combining a large equity raise with a deal that hands 80% of the enlarged company to the vendor group, so dilution and execution risk are central. However, Vast has already been operating Aprelevka since early 2024, which could help with operational continuity if the reverse takeover and re admission process runs smoothly.