Ajax Resources PLC - Proposed Acquisition & Fundraise of up to £1 m

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

11 December 2025

AJAX RESOURCES PLC

("Ajax" or the "Company")

Proposed Investment by Appian Capital Advisory, Proposed Acquisition &

Proposed Fundraise of up to £1 million

Ajax [AQSE: AJAX], the natural resources investment company, is delighted to announce that it has signed a Heads of Terms to acquire 100% of the issued share capital of Pereira Velho Exploração S.A. ("PVESA"), a Brazilian company that owns the Pereira Velho Gold Project (the "Proposed Acquisition") in Alagoas State, Brazil. PVESA is wholly owned by entities affiliated with Appian Capital Advisory Limited ("Appian").

Appian holds approximately US$5 billion in assets under management, making it one of the world's largest dedicated mining-focused private equity groups.

Under the terms of the Proposed Acquisition, Appian will become a significant shareholder in Ajax upon completion.

The Proposed Acquisition aligns with Ajax's strategy of securing high-quality assets with significant unexploited upside and a clear trajectory towards near-term production.

The Proposed Acquisition is a scalable, near-surface gold project with an Appian in-house resource estimate of approximately 110,000 oz (Measured, Indicated and Inferred). Ajax will acquire the project for a payment of US$400,000 in shares and US$200,000 in cash on completion, with a further share-based payment of US$1,500,000 payable upon publication of a JORC-compliant resource statement outlining a Measured, Indicated and Inferred resource of not less than 350,000 ounces of gold at a 0.20 g/t Au cut-off grade. The Proposed Acquisition also includes a 2.5% Net Smelter Return (NSR) royalty, payable only after any two consecutive fiscal quarters with an average LBMA Gold Price PM above US$2,500/oz, and an NSR buyback right allowing the Company to repurchase the royalty for US$1,500,000 within three years of the commencement of production.

Proposed Acquisition Highlights

·    Appian Investment: Appian to subscribe for the GBP equivalent of US$400,000 in new Ordinary Shares at the Fundraise issue price, potentially becoming a significant shareholder in Ajax.

·   The Company has received indications of commitment from certain significant existing investors amounting to £600,000. The Board has also agreed to commit an additional £60,000. When combined with Appian's proposed investment, these commitments mean the Fundraise is already secured.

·    Transformational Acquisition: Heads of Terms signed to acquire 100% of Pereira Velho, a scalable, near-surface gold project with an Appian in-house resource estimate of approx. 110,000 oz (Measured, Indicated, Inferred).

·   Compelling Exploration Upside: Only approx. 10% of the Proposed Acquisition has been drilled to date; mineralisation is oxidised and free-gold hosted, supporting a potential low-cost, open-pit heap-leach development pathway.

·  Proven Mining District: the Proposed Acquisition is located approx. 20 km from Appian's former Serrote copper-gold operation, acquired for US$30 million in 2018 and sold for US$420 million in 2025, demonstrating exceptional value creation and reinforcing the geological quality and development potential of the region.

·     Strategic Alignment: the Proposed Acquisition is directly aligned with Ajax's strategy of securing undervalued assets capable of rapid advancement toward near-term production.

·   Value-linked Consideration: Total consideration of up to US$2.1 million, including milestone equity issuance contingent on delivering a JORC-compliant ≥350,000 oz resource.

·     Defined Work Programme: Two-phase plan including validation drilling, expanded geochemistry, geophysics, and an initial approx. 3,000 m of diamond drilling campaign, targeting a maiden JORC-compliant Mineral Resource Estimate.

Investment by Appian & Proposed Fundraising

Under the Heads of Terms, Appian has agreed to subscribe for the GBP equivalent of US$400,000 in new Ajax ordinary shares of 1 pence each ("Ordinary Shares"). These Ordinary Shares will be allotted at completion of the Proposed Acquisition ("Completion"), and the subscription amount will be offset against the Consideration payable in connection with the Proposed Acquisition.

The Company intends to undertake a fundraise to raise up to £1 million in gross proceeds through the issue of new Ordinary Shares (the "Fundraise"). The issue price for the new Ordinary Shares under the fundraise will also be applied to Appian's subscription (the "Issue Price").

The Company has received indications of commitment from certain significant existing investors amounting to £600,000. The Board has also agreed to commit an additional £60,000. When combined with Appian's proposed investment, these commitments mean the Fundraise is already secured.

Proceeds from the Fundraise will be applied to advance the Pereira Velho Project, progress other acquisition opportunities under review by the Company, and provide additional general working capital.

Further updates on the Fundraise will be provided in due course.

Proposed Acquisition Overview

The Pereira Velho Project covers 14,596 hectares and hosts a gold-in-soil anomaly expanding over more than 2.5 km. Between 2018 and 2022, the Proposed Acquisition had 6,363 metres of diamond drilling across 47 holes with a historic expenditure of approximately US$5 million. The work performed to date, which only covers approximately 10% of the Proposed Acquisition, has confirmed widespread, near-surface, oxidised gold mineralisation hosted in fractured quartzite and gneiss units with modest clay content, resulting in a highly prospective potential deposit with a low-stripping ratio.

Appian has defined an in-house mineral resource estimate of approximately 110,000 ounces, classified as Measured, Indicated, and Inferred, which has been filed with the Brazilian National Mining Agency ("ANM").  

This estimate was not prepared in accordance with any accredited international reporting standard, such as the JORC Code or NI 43-101. As such, it should not be relied upon as a current mineral resource and will require further verification and potential re-estimation by the Company.

All reported mineralisation is oxidised and contains free gold, supporting the potential for a low-cost, open-pit, heap-leach development pathway.

The Proposed Acquisition is located approximately 20km to the east of the Mineração Vale Verde ("MVV") Serrote deposit, a conventional open pit copper-gold-silver mine acquired by Appian in 2018 for US$30 million in 2018 and sold for an all-cash consideration of approximately US$420 million in April 2025, marking Appian's 13^th successful divestment. This underscores the geological prospectivity of the district and Appian's extensive operational experience in the region.

The Proposed Acquisition benefits from strong road access, established local infrastructure, and a mining-experienced workforce within the surrounding communities.

In addition, the Proposed Acquisition is supported by an intuitive, structurally controlled exploration model, with multiple drill-ready targets delineated through a combination of recent historical drilling, soil geochemistry, and geophysical datasets.

Strategic Rationale

Ajax's core strategy is the acquisition of assets with historical past production that can be revitalised through targeted technical, geological, and infrastructural investment. While the Proposed Acquisition does not have past historical production, it is a highly complementary fit due to its extensive near-surface mineralisation and its clear potential to be advanced towards near-term production through resource expansion and staged development.

Key Terms of the Proposed Acquisition

Ajax will acquire 100% of PVESA for a total consideration of up to US$2,100,000, not subject to adjustment, comprising an upfront payment at Completion together with additional milestone-linked consideration.

·      US$200,000 in cash at Completion.

·      US$400,000 set off against the Seller's obligation to subscribe for new Ordinary Shares under the Fundraise, with such Ordinary Shares to be issued upon Completion.

·      US$1,500,000 satisfied through the issue of new Ordinary Shares calculated using the previous 10-trading day VWAP following publication of a JORC-compliant resource statement outlining a measured, indicated and inferred resource of not less than 350,000 ounces of gold at a 0.20 g/t Au cut-off grade.

·      A 2.5% Net Smelter Return (NSR) royalty, payable after any two consecutive fiscal quarters with an average LBMA Gold Price PM above US$2,500/oz.

·      NSR buyback right: the Company may repurchase the NSR for US$1,500,000 within three years of commencement of production.

·      All new Ordinary Shares issued to the Seller will rank pari passu with existing Ordinary Shares.

Pereira-Velho Development Strategy

Following completion, the Company plans to execute a work programme divided in two phases:

·    Phase 1, a committed exploration programme, includes a minimum spend of US$80,000, to be completed within six months of securing the necessary local approvals. This phase will focus on validating the quality of historical drilling to support JORC compliance and expanding the existing soil sampling grid. Phase 1 is expected to take approximately three months from commencement.

·   Phase 2, a conditional resource-definition programme, will proceed following the findings derived from and conditional on the success pf Phase 1. This phase will include a minimum spend of US$1,000,000 and is designed to deliver a maiden Mineral Resource Estimate in accordance with the JORC Code (2012 Edition), to delineate a deposit. The planned scope includes approximately 3,000 metres of diamond drilling, additional geophysics, step-out drilling, engineering studies, and ongoing ESG engagement.

Timetable

The parties will negotiate in good faith to sign and exchange the SPA on or before 16 January 2026 and complete the transaction on or before 30 January 2026.

These Heads of Terms are not legally binding. No binding obligation exists until the SPA is executed.

Comment from Appian Capital Advisory Limited:

"Appian is pleased to back Ajax and its strategy of advancing high-quality gold and multi-commodity opportunities. We have strong confidence in the company's management team, and its focus on identifying and developing underappreciated assets with unrealized potential closely aligns with our investment philosophy and commitment to long-term value creation.

This alignment is evident in the Pereira Velho project. In a robust gold price environment, we believe Pereira Velho offers compelling upside. The 6,363 metres of diamond drilling completed to date demonstrate strong exploration potential and reveal a mineralised system that warrants further exploration. Moreover, the project is situated in a highly prospective region where Appian successfully brought Mineração Vale Verde - an attractive mid-scale copper-gold open-pit operation - into production, further reinforcing our confidence in the area's geological potential.

With this foundation, we look forward to supporting Ajax as it progresses Pereira Velho and other aligned opportunities."

Ippolito Ingo Cattaneo, Chief Executive Officer of Ajax, commented:

"We are delighted that Appian, a leading global private equity investor with approximately US$5 billion in assets under management investing exclusively in metals, mining and related natural-resource companies, will become a significant shareholder in Ajax upon completion. This represents a transformational growth opportunity for the Company and an endorsement of our development strategy.

The Proposed Acquisition of Pereira Velho is a compelling, scalable gold production opportunity fully aligned with our strategy of acquiring assets with significant unrealised potential on advantageous terms. It has near-surface mineralisation, a strong recent drilling dataset underpinned by approximately US$5 million in historical expenditure, and a prospective resource base, of which only a small portion has been developed, resulting in an Appian in-house mineral resource estimate of approximately 110,000 ounces across the Measured, Indicated and Inferred categories.

Pereira Velho is in a proven mining district with strong geological prospectivity. The Project lies approximately 20km east of Appian's former Mineração Vale Verde Serrote operation, which Appian acquired for US$30 million in 2018 and sold for approximately US$420 million in April 2025. This illustrates the region's supportive operating environment and, equally importantly, demonstrates Appian's ability to acquire assets with significant unexploited potential on advantageous terms, coinciding fully with Ajax's core development strategy.

With gold prices at or near record levels, we see a clear route for Pereira Velho to achieve its first milestone of 350,000 ounces, as set out in our agreed transaction structure, with the objective of progressing the Proposed Acquisition to a near-term open-pit gold operation with material resource scale growth potential.

The new relationship with Appian is of key strategic importance as it will position Ajax to access future opportunities within their extended pipeline of large-scale, high-value projects that fall below their scale thresholds, benefitting from Appian's industry-leading geological, technical, legal and financial evaluation capabilities.

The potential acquisition of Pereira Velho represents a significant foundation in Ajax's journey of high-impact growth as we embark on resource definition at the Eureka Project, with a maiden JORC-compliant Mineral Resource Estimate to be published in the first half of 2026, and advance several other acquisition opportunities, some of which have already been disclosed and others that will follow in 2026."

- ENDS -

For further information: 

About Ajax Resources Plc

Ajax Resources Plc is a UK natural resources investment company listed on the Aquis Stock Exchange (AQSE: AJAX). The Company was previously listed on the FCA Official List of the Main Market of the London Stock Exchange as a Special Purpose Acquisition Company (SPAC) before transitioning to its current strategy as an operational natural resources investment vehicle.

Ajax is focused on identifying, acquiring and advancing assets containing copper, gold, silver, zinc, uranium and lead - commodities supported by strong long-term demand fundamentals. The Company's strategy centres on the acquisition and development of assets with historical production, significant untapped or latent potential, and substantial exploration upside, typically secured on highly advantageous terms. Ajax aims to progress these assets through development and into production, with the objective of generating revenue and long-term shareholder value.

About Appian Capital Advisory Limited

Appian Capital Advisory Ltd is the investment advisor to long-term value-focused private capital funds that invest in companies in metals, mining, and adjacent industries.

Appian is a leading investment advisor with global experience across South America, North America, Australia and Africa and a successful track record of supporting companies in metals, mining, and adjacent industries to achieve their development targets, with a global operating portfolio overseeing approximately 6,000 employees.

Appian has a global team of 100 experienced investment professionals, combining financial and technical expertise, with presences in London, Abu Dhabi, New York, Dubai, Belo Horizonte, São Paulo, Beijing, Hong Kong, Toronto, Lima and Perth.

For more information, please visit www.appiancapitaladvisory.com, or find us on LinkedIn, Instagram or Twitter/X.