Completion of the acquisition of Tau-Cen

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")

Completion of the acquisition of Tau-Cen LLP (Tau-Cen)

Acquisition of Tau-Cen

Following the receipt of the required Kazakh regulatory approvals the acquisition of Tau-Cen (“Acquisition”), announced in December 2025 has now completed. Tau-Cen represents the Group's first non-oil and gas minerals investment, with the principal minerals of interest being titanium, zirconium and gold. 

Licence and current work programme

The Tau-Cen licences extend over an area of 235.8 sq km with exploration licences running until 2031. An exploration work plan has been approved with the Kazakh authorities with topographic surveys and magnetic exploration now underway during which we expect to drill around 12,000 linear meters.

Acquisition terms

The purchase consideration, as set out in the Acquisition agreement, is $0.7 million; comprising $0.35 million, which has been paid in cash, and the issue to Amirbek Oraziman, who is a member of the Oraziman Family Concert Party, of 5,223,881 Caspian Sunrise shares credited as fully paid and issued at 5p per share (“Acquisition Shares”)

Concert Party Shareholdings following completion of the Acquisition

Before the issue of the Acquisition 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.

Following the issue of the Acquisition Shares the enlarged issued share capital will increase to 2,361,529,923 shares with the Oraziman Family Concert Party holding, in aggregate 1,195,619,759 shares representing 50.63% of the shares then in issue.

The above numbers do not include any additional shares to be issued in connection with the West Shalva Contract Area.

Following the restoration of trading in the Company’s shares on AIM upon publication of the 2025 Financial Statements and the 2026 Interim Results, application will be made for the Acquisition Shares to be admitted to trading on AIM.

The Acquisition Shares will then rank pari passu in all respects with the Company's existing ordinary shares currently traded on AIM. Following the issue of Acquisition Shares, the Company's issued share capital will comprise 2,361,529,923 ordinary shares of 1 pence each. This number will then represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Kazikhan

We continue to work with the Kazakh authorities to secure the regulatory consents required to complete the acquisition of Kazikhan, where the principal minerals of interest are manganese and gold.

Comments

Clive Carver, Chairman said

"Tau-Cen is the Group's first move into the commercially attractive minerals sector.

The Acquisition provides the Group with strong potential upside with each of the  titanium, zirconium and gold targets for minimal cost. The rare earth potential is a further plus"

Contacts:

 James Bavister

 Andrew de Andrade

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