REG - Caspian Sunrise plc - Acquisition of Mineral Assets

Caspian SunriseAnnouncement

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RNS Number : 5827X  Caspian Sunrise plc  23 March 2026

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information
is disclosed in accordance with the Company's obligations under Article 17 of
the UK MAR. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

 

Caspian Sunrise PLC

("Caspian Sunrise" or the "Company" and together with its subsidiaries, the
"Group")

 

Acquisition of mineral assets

 

Introduction

The Board of Caspian Sunrise is pleased to update shareholders with news of
the conditional acquisition of significant manganese and gold assets for an
initial consideration of $25 million and a maximum consideration of $45
million.

 

For several years the Board has been evaluating opportunities in the minerals
sector, which are both attractive in their own right and would also lessen the
Group's reliance on the Kazakh oil & gas market, which in recent years has
been heavily impacted by Russian sanctions.

 

In comparison to the Group's oil & gas operations, the Board believes the
mineral projects they are targeting typically require a lower level of initial
investment; are faster to become cashflow positive; are expected to have fewer
regulatory delays; are less affected by the impact of Russian sanctions; and
where the end customers for the minerals produced typically pay international
prices.

 

The Group has conditionally acquired 100% of the shares of Kazikhan Limited
("Kazikhan"), a company registered in Kazakhstan's Astana International
Financial Center, which holds the shares of a group of companies, which in
turn hold licences to explore for minerals being principally manganese and
gold, but also silver, copper and molybdenum (the "Acquisition").

 

Kazikhan's subsidiary GRK Borly LLP ("Borly") has a licence to explore for and
produce manganese with state confirmed probable reserves of approximately 8
million tonnes under the new Kazakh Resource Code (KAZRC), a CRIRSCO-style
code.

 

Kazikhan's subsidiary Zhambas PV ("Zhambas") has a licence to explore for gold
and copper with existing state confirmed C2 gold reserves of 700 kg under the
former Soviet classification system.

 

It should be noted that none of the above reserves figures have been prepared
to a JORC standard.

 

The shares in Kazikhan are currently owned by Kuat Oraziman and Aibek
Oraziman, who are members of the Oraziman Family Concert Party, which
collectively currently own 50.52% of the shares in Caspian Sunrise.
Accordingly, the Acquisition is a related party transaction under the AIM
Rules.

 

Manganese

One of the Kazikhan Group's principal assets is the licence to explore for and
produce manganese at the Borly location in the Karaganda province of central
Kazakhstan.

 

History and background

Manganese was first identified at Borly in 1996, when while digging
agricultural irrigation channels manganese deposits were identified by chance.

 

Licences to drill were obtained in 2018. In 2023 the assets were acquired by
members of the Oraziman family, who then funded completion of the outstanding
work programme obligations under the appraisal licence to develop the asset to
the point of approximately 8 million tonnes of probable reserves and to pave
the way for a full production licence, which was issued in 2024.

 

The principal use of manganese is for steel production, which accounts for
more than 80% of total demand. Further uses include aluminium alloys,
batteries, fertilizers and animal feeds. Manganese is often sold in the form
of concentrated ore, which is then further refined to be used as mentioned.

 

Operations

Mining at Borly is open pit with the manganese source rock typically found at
depths between 5 and 120 meters. Once excavated the raw earth is crushed and
then cleaned with water and mechanical agitation to remove clays. This cleaned
material is further processed by gravitational separation into a concentrated
form. The resulting ore concentrate is then sold to traders or directly to end
users.

 

The existing operations currently produce approximately 1,000 tonnes of ore
per month, at grades of approximately 33%, and sell for approximately $120 per
dry metric tonne unit (DMTU), generating monthly income of approximately
$120,000.

 

As part of plans to further increase production under its ownership the Group
intends to install new washing and crushing lines, following which production
volumes are expected to increase to up to 20,000 tonnes per month with the
grades increasing to approximately 36%.

 

These actions are expected to require a $4.5 million investment and are
expected to take 18 months to complete. Once acquired it is planned to fund
the investment by utilising pre-payments for the manganese to be produced from
industry and financing partners. To avoid delays however, while the required
Kazakh regulatory consents are obtained, Caspian Sunrise has agreed to provide
a $1 million loan secured on the Borly asset with the funds to be used as the
initial payment for the new washing and crushing line equipment ("Equipment
Loan"). In the event the Acquisition does not complete the Equipment Loan,
which has been guaranteed by Kuat Oraziman and Aibek Oraziman, would be
repayable by the Kazikhan vendors.

 

Borly licence

The Borly licence is a 10-year production licence to 2035 for the exploration
and production of manganese, which may be extended by a further 15 years to
2050, with the licenced area extending over 6.89 sq. km and located a
three-hour drive from Astana.

 

Borly reserves

The reserves at Borly taken from the Kazakh state balances as calculated under
the new Kazakh Resource Code (KAZRC), a CRIRSCO-style code, are assessed to
have probable mineral reserves of 8.143 million tonnes with a further
indicated resource of 6 million tonnes.

 

Borly financial information

For the year ended 31 December 2025 revenues from Borly were $0.2 million and
with a profit before tax of $58,000. At 31 December 2025 Borly had unaudited
net assets of $0.2 million.  Under the terms of the Kazikhan Acquisition
Agreement, any liabilities at Borly at the date of completion, other than the
Equipment Loan referred to above, would be deducted from the purchase
consideration.

 

Further manganese potential

Kazikhan also holds the rights to potential manganese assets in Surchiny and
Kyzlyadr. Additional manganese found here would be able to be processed by the
same technology as at Borly, with the decision where to process them to be
made based on the transport economics between the sites.

 

Gold, copper, silver and molybdenum assets

 

Zhambas

Kazikhan's subsidiary Zhambas has exploration licences to explore principally
for gold and copper but also silver and molybdenum.

 

Zhambas is located in the Karaganda region of central Kazakhstan and extends
over 79 sq. km.

 

At Zhambas 9,000 linear meters of drilling has been completed with
approximately 9,500 core samples taken, of which approximately 60% have
already been processed. Zhambas has a licence to explore for gold and copper
with existing state confirmed C2 gold reserves of 700 kg under the former
Soviet classification system.

 

A production facility is planned to produce gold with up to 80% purity with an
expected cost of $10 million. As with the intended investment at Borly we plan
to use external funding from industry partners.

 

 

Financial information on Kazikhan

Based on unaudited management accounts for the year ended 31 December 2025 the
companies now owned by Kazikhan had aggregate revenue of $0.2 million and a
loss before tax of $22,000. At 31 December 2025 the aggregate net assets of
the companies now owned by Kazikhan were $0.3 million.

 

Acquisition terms

The purchase consideration comprises the initial consideration, which is based
on the manganese assets and the deferred consideration, which is based on
future gold reserves.

 

Initial consideration

Caspian Sunrise has conditionally acquired 100% of the shares of Kazikhan for
an initial consideration of $25 million to be satisfied by the issue of
 373,134,328 Caspian Sunrise shares ("the Initial Consideration Shares") to
be issued at 5p per share, a premium of 127 % to the closing mid-market price
of 2.20p on 19 March 2026 ("Initial Consideration").

 

Deferred consideration

On the confirmation within 5 years of completion of the Acquisition by the
Kazakh authorities of certified gold reserves, additional consideration would
be due at the rate of $4 million for each tonne of gold reserves certified by
the Kazakh state, up to a maximum of $20 million, and to be satisfied by the
issue of up to a further 298,507,463 Caspian Sunrise shares issued at 5p per
share, ("Deferred Consideration").

 

Maximum consideration

Payment in full of the Deferred Consideration would take the total
consideration to $45 million.

 

Other terms and conditions

 

Onwards sale

Should in the five years following completion of the Acquisition, the gold
assets of Kazikhan be sold before any Deferred Consideration is paid
("Disposal"), an amount equal to 20% of the value ascribed for the gold assets
would be payable to the vendors, capped at $20 million.

 

In the event of a partial payment of Deferred Consideration before a Disposal
such amount would be deducted from the amount otherwise due, again subject to
the overall Deferred Consideration cap of $20 million.

 

Indebtedness

Any debt of the Kazikhan Group at completion of the Acquisition other than in
respect of the Equipment Loan would result in a reduction of the number of
shares to be issued to satisfy the Initial Consideration.

 

Regulatory approval

The Acquisition is subject to the receipt of the customary Kazakh regulatory
approvals.

 

Independent assessment

In assessing the commercial terms of the Acquisition, the Independent
Directors have been advised by Meirkhan Jumashev, who is Chairman of the
Kazakh Community of Independent Geoscientists (CIC) and a member of the
Australian Institute of Geoscientists (AIG), who in assessing the Kazikhan
assets has followed the new Kazakh Resource Code (KAZRC), which in turn is
based on CRIRSCO standards.

 

Related party transaction

99% of the shares in Kazikhan are held by Aibek Oraziman, and 1% of the shares
in Kazikhan are held by Kuat Oraziman, who are both members of the Oraziman
Family Concert Party, which currently, in aggregate, own 50.52 % of Caspian
Sunrise, with Aibek Oraziman currently holding shares representing 44.43 %.

 

Under the terms of the conditional Kazikhan Sale and Purchase Agreement Aibek
Oraziman has undertaken to transfer sufficient of the Caspian Sunrise shares
he currently holds to other members of the Oraziman Family Concert Party
before the issue of any Initial Consideration Shares or Deferred Consideration
Shares

 

The Acquisition and the Equipment Loan is a related party transaction under
the AIM Rules requiring the approval of the independent directors, being Clive
Carver and Seokwoo Shin ("Independent Directors"), as advised by the Company's
nominated adviser Zeus Capital Limited.

 

The Independent Directors, who have been so advised by Zeus Capital Limited,
consider the terms of the Acquisition to be fair and reasonable and that the
Acquisition is in the best interests of the Independent Shareholders and the
Company as a whole.

 

Concert Party Shareholdings following completion of the Acquisition

Before the issue of the Initial Consideration Shares the Company has
2,356,306,042 shares in issue, with the Oraziman Family Concert Party holding,
in aggregate, 1,190,395,878               shares representing
50.52% of the shares currently in issue with Aibek Oraziman holding
1,046,909,031 shares representing 44.43 %.

 

Following the issue of the Initial Consideration Shares the enlarged issue
share capital would increase to 2,729,440,370 shares, with the number of
shares held by the Oraziman Family Concert Party increasing to 1,563,530,206
shares representing 57.28 % of the shares then in issue.

 

Assuming the maximum Deferred Consideration becomes payable the number of
shares then in issue, including the maximum shares potentially to be issued in
connection with the West Shalva and Tau Cen acquisitions, would be
3,132,378,063 shares, with the Oraziman Family Concert Party holding
1,966,467,899 shares representing 62.78 % of the shares then in issue.

 

Comment

 

Clive Carver, Chairman said

 

"This acquisition has been long planned and provides a further potentially
transformative opportunity for the Group and its shareholders."

 

 

Contacts:

 

 Zeus            +44 (0) 203 829 5000

  James Joyce

   James Bavister

   Andrew de Andrade

 

This announcement has been posted to:

www.caspiansunrise.com/investors (http://www.caspiansunrise.com/investors)

 

Meirkhan Jumashev, who is Chairman of the Kazakh Community of Independent
Geoscientists (CIC) and a member of the Australian Institute of Geoscientists
(AIG) has reviewed and approved the technical disclosures in this
announcement. Mr Jumashev is a qualified geoscientist.

 

Glossary of terms

 Kazakh Resource Code (KAZRC), a CRIRSCO-style code  The Kazakh Resource Code (KAZRC) is a set of standards for the public
                                                     reporting of exploration results, mineral resources, and mineral reserves in
                                                     the Republic of Kazakhstan, aligned with the Committee for Mineral Reserves
                                                     International Reporting Standards (CRIRSCO).

                                                     It was developed to align Kazakhstan's mining reporting with international
                                                     practices, facilitating investment by moving away from the former Soviet GKZ
                                                     system toward a more transparent, market-oriented approach.

                                                     CRIRSCO is a grouping of representatives of organizations that are responsible
                                                     for developing mineral reporting codes and guidelines in Australasia (JORC),
                                                     Brazil (CBRR), Canada (CIM), Chile (National Committee), China (CAMRA),
                                                     Colombia (CCRR), Europe (PERC), India (NACRI), Indonesia (KOMBERS | KCMI),
                                                     Kazakhstan (KAZRC), Mongolia (MPIGM), Philippines (PMARC), Russia (OERN),
                                                     South Africa (SAMREC), Turkey (UMREK) and the USA (SME).  The combined value
                                                     of mining companies listed on the stock exchanges of these countries accounts
                                                     for more than 80% of the listed capital of the mining industry.
 C2 Gold Reserves                                    Under the former Soviet (and current Russian/CIS) classification system, C2
                                                     reserves are preliminary estimated, indicated resources that have been
                                                     identified but not fully explored. They represent mineral deposits where the
                                                     quantity and quality are determined in general terms based on geological and
                                                     geophysical data, alongside limited sampling.
 Probable mineral reserves                           Probable Mineral Reserves are the economically mineable part of indicated
                                                     (and sometimes measured) mineral resources, representing the lower-confidence
                                                     category of mineral reserves. They require at least a pre-feasibility study to
                                                     demonstrate economic viability, including mining, metallurgical, and legal
                                                     factors, allowing for potential dilution and mining losses.

 

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Clive Carver, Chairman of the Company.

 

This announcement has been posted to:

www.caspiansunrise.com/investors (http://www.caspiansunrise.com/investors)

 

 

 

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