Ajax Resources PLC - Conditional Acquisition of the Paguanta Project

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

28 August 2025

AJAX RESOURCES PLC

("Ajax" or the "Company")

Conditional Acquisition of the Paguanta Project

Ajax [AQSE: AJAX], the natural resources investment company, is pleased to announce that it has agreed terms to conditionally acquire a 74.75% interest in the Paguanta Project ("Paguanta"), a copper-gold project located in the Tarapacá Region of northern Chilie, currently owned by Asara Resources Ltd (the "Vendor"), an ASX-listed company (the "Acquisition").  

Paguanta represents an advanced exploration-stage polymetallic deposit historically recognised for its silver production. The project hosts substantial mineral resources, primarily silver, zinc, and lead, with significant identified potential for copper and gold. Paguanta consists of 14 exploitation concessions and 14 pending applications for exploration concessions covering approximately 7,800 hectares in total.

The core of Paguanta's value resides in the Patricia Prospect, which has been the subject of the most extensive exploration efforts. This prospect boasts a JORC-compliant Mineral Resource of 6.8 million ounces (Moz) of silver, alongside 265 million pounds (Mlb) of zinc and 74 Mlb of lead. A notable feature of these mineral resources is that they remain open at depth and along strike, indicating considerable potential for future expansion.  The Vendor currently operates Paguanta on a "care and maintenance" basis due to its focus on is West African assets.

Under the terms of the Acquisition:

·    The parties have until 25 November 2025 to negotiate final contractual terms of the contract and complete ("Completion").

·    Ajax will undertake its due diligence prior to Completion.

·    Ajax may terminate the Agreement prior to Completion at no cost if the results of the due diligence are unsatisfactory.

·    The Acquisition will consist of the purchase of 100% of the share capital of Paguanta Resources (Chile) SpA, which in turn owns 74.75% of the share capital of Compania Minera Paguanta SA, which owns the Paguanta Project.  Both companies are incorporated in Chile.

·    On Acquisition, both companies will be free of outstanding debt, other than debts novated to Ajax by the Vendor.

The consideration for the Acquisition, should it proceed, will be:

·    Within 15 days of Completion:

o  US$50,000 in cash; and

o  US$100,000 in Ajax ordinary shares of 1 pence each ("Ordinary Shares"), calculated at the 7-day Volume Weighted Average Price (VWAP) prior to issue.

·    A further US$500,000 to be payable upon the definition of a proved reserve exceeding 25 million tonnes at ≥5% zinc equivalent.

·    A further US $500,000 to be payable upon the definition of a proved reserve exceeding 5 million tonnes of copper.

·    The vendor will retain a 1% net smelter royalty, commencing on the first anniversary of production operations at Paguanta, capped at a maximum amount of US$850,000 and subject to the average zinc price during the preceding two quarters exceeding US$2,600 per metric tonne.

- ENDS -

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