RNS9 Mar 2026 07:35
Ajax Resources PLC
09 March 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
9 March 2026
AJAX RESOURCES PLC
("Ajax" or the "Company")
Pereira Velho Acquisition & Appian Investment
Ajax [AQSE: AJAX], the natural resources investment company, is pleased to announce that it has signed a definitive agreement to acquire 100% of the issued share capital of Pereira Velho Exploração S.A. (the "Acquisition"), a Brazilian company that owns the Pereira Velho Gold Project (the "Project") in Alagoas State, Brazil from an entity (the "Seller") affiliated with Appian Capital Advisory Limited ("Appian"). The Acquisition was first announced via regulatory news on 11 December 2025 (the "Announcement").
Key Terms of the Acquisition
The total consideration for the Acquisition, as set out in the Announcement, is 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 subscription for 5,444,962 new ordinary shares of 1 pence each ("Ordinary Shares"). These new Ordinary Shares are being issued at the same price per share (5.5 pence) as the fundraise set out in the Announcement, based on a USD:GBP exchange rate of 1.33568 as at 10 December 2025.
· 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 Mineral Resource of not less than 350,000 ounces of gold at a 0.20 g/t Au cut-off grade.
· A 1.5% 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 the date of the definitive agreement.
· All new Ordinary Shares issued to the Seller will rank pari passu with existing Ordinary Shares.
Project Highlights
· The Acquisition has been subject to 6,363 metres of diamond drilling across 47 holes, representing historic exploration expenditure of approximately US$5 million.
· Drilling completed to date has confirmed widespread, near-surface oxidised gold mineralisation hosted in fractured quartzite and gneiss units with modest clay content, indicating a highly prospective potential deposit with a low stripping ratio.
· Appian has defined an in-house mineral resource estimate of approximately 110,000 ounces of gold, classified as Measured, Indicated and Inferred, which has been filed with the Brazilian National Mining Agency ("ANM").
· Exploration work completed to date covers only approximately 10% of the Proposed Acquisition area, with multiple extensions and targets