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 remaining untested, highlighting significant upside potential.
· The nearby Serrote Project, located approximately 20 km from the Project, was acquired by Appian in 2018 for approximately US$30 million and, following development, sold in 2025 for approximately US$420 million, demonstrating significant value creation and reinforcing the geological quality and development potential of the region.
Pereira Velho Development Strategy
Following completion, the Company plans to execute a work programme divided into 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 of, 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) and 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.
The Company believes the Project has the potential to support a gold endowment of up to one million ounces based on the scale of the mineralised system identified to date.
Comment from Appian Capital Advisory Limited:
“Appian is pleased to become a shareholder in Ajax and back its strategy of advancing high-quality gold and multi-commodity opportunities. We have strong confidence in Ajax’s management team, and its focus on identifying and developing underappreciated assets with unrealised 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 strong 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.
The Project is situated in a highly prospective region where Appian successfully brought Mineração Vale Verde (Serrote Mine), 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 in advancing the Pereira Velho Project and pursuing additional aligned opportunities in the region.”
Ippolito Ingo Cattaneo, Chief Executive Officer of Ajax, commented:
“We are delighted to welcome Appian onboard as a major shareholder in Ajax. It represents a strong endorsement for the Company to be the only UK-listed junior company in which one of the most successful mining-focused private equity groups, with approximately US$5 billion in assets under management, holds a disclosable position.
We have confidence in the significant prospectivity of Pereira Velho. Following the engagement of Elton Pereira (as announced on 23 January 2026), who formerly worked on the Project while at Appian and is considered the geologist with the foremost knowledge and expertise relating to its exploration, we intend to systematically explore the Project to achieve our first transaction milestone of 350,000 ounces of gold.
Our objective is to delineate up to 1 million ounces of gold based on the scale and nature of the mineralised system identified so far, with potentially only one-fifth of the Project Area having been explored.
We also look forward with enthusiasm to potentially exploring other opportunities in the region with Appian, and to the various value catalysts across our portfolio in South America.”
Admission and Total Voting Rights
An application will be made for the admission to trading on the Aquis Growth Market of the New Shares, with admission anticipated on or around 20 March 2026 (“Admission”).
On Admission, the Company will have 119,181,836 Ordinary Shares in issue, each with one voting right. The Company does not hold any shares in treasury and therefore the total number of voting rights in the Company is 119,181,836. This figure should be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA’s Disclosure Guidance and Transparency Rules.
– ENDS –
For further information:
|
Ajax Resources Plc Ippolito Ingo Cattaneo, Chief Executive Officer |
Tel: + 44 (0) 208 146 6345 |
