West Kytlim Sale & GM Notice

Dissemination of a Regulatory Announcement that contains inside information according to UK Market Abuse Regulations. Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

29 December 2025

Eurasia Mining plc

West Kytlim Sale & GM Notice

Eurasia Mining plc ("Eurasia" or the "Company"), the iridium, osmium, palladium, platinum, rhodium, ruthenium and gold mining company announces the proposed disposal of its West Kytlim mining operations ("Disposal").

A circular ("Circular") providing information on the proposed Disposal and giving notice of a general meeting of shareholders to be held at 11:00 a.m. (UK time) on Thursday, 15 January 2026 has been published today. The resolutions will be proposed as ordinary resolutions. Shareholders should read the notice of general meeting at the end of the Circular for the full text of the resolutions and for further details about the General Meeting.

The Directors consider that the resolutions to be proposed are in the best interests of shareholders and the Company as a whole and unanimously recommends that shareholders vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings.

Highlights

·      The West Kytlim operations are exposed to nationalisation risks as a reciprocal reaction to the indefinite freeze of Russian assets in Europe, and very high operational and disposal taxes. Accordingly, the Directors believe it is in the Company's interests to achieve at least some value from the historically loss-making West Kytlim operation (rather than nothing in case of nationalisation) in order to focus on the Arctic.

·      West Kytlim has only 0.3% of Eurasia's reserves and resources. In contrast, Eurasia's Arctic assets represent 99.7% of Eurasia's reserves and resources, and benefit from the legally binding agreement signed with Far East and Arctic Development Corporation (please refer to RNS of 6 December 2021) both in terms of Eurasia's investment support in the Arctic and tax benefits, that West Kytlim does not have.

·      The NPV of NKT Tier-1 Nickel-Copper asset alone is US$1.2-1.7B according to Wardell Armstrong International (Competent Persons Report December 2021). Thus, the Arctic cluster of Eurasia is of a much higher priority for the Group as a whole.

·      A strong base valuation of West Kytlim of US$251M was achieved as a result of a competitive selling process, but because of the current taxation regime in Russia only 5% of the valuation is payable.

·      The size of Eurasia's reserves and resources is over 300 times larger in the Arctic relative to West Kytlim and combined with the tax benefits in the Arctic, a higher value is expected to be achieved in due course.

As well as the Circular, an investor webinar is scheduled for Tuesday, 30 December 2025 at 3:00 p.m. to address all questions and concerns of the shareholders. Christian Schaffalitzky, Executive Chairman, will provide a live investor session via the Investor Meet Company platform.

The session will allow shareholders to ask the Company questions regarding any queries they currently have. It is the intention to enable shareholders to understand today's announcement on why the Company agreement for the sale of West Kytlim is in the best interest of all stakeholders in Eurasia.

The Company will be holding a Q&A session only, with some top-line commentary on the Company's progression at the start. Questions can be submitted pre-event via your Investor Meet Company dashboard.

Investors can sign up to Investor Meet Company for free and add to meet Eurasia Mining PLC via:

https://www.investormeetcompany.com/eurasia-mining-plc/register-investor

Investors who follow Eurasia on the Investor Meet Company platform will automatically be invited. Please note the following:

·      Whilst the Company may not be able to answer every individual question, the aim is to address the issues raised by investors;

·      Responses to the Q&A will be published at the earliest opportunity on the Investor Meet Company platform following the presentation; and

·      Investor feedback can also be submitted directly to management after the event, to ensure the Company can understand all investor views.

For further information, please contact:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1.   Each of the times and dates in the above timetable is subject to change.  If any of the above times or dates change, the revised times and dates will be notified to Shareholders by means of an announcement made through a Regulatory Information Service and posted on the Company's website at www.eurasiamining.co.uk.

FURTHER INFORMATION

Defined terms used in this announcement have the same meaning as set out in the Definitions in the Circular.

Introduction

Eurasia has agreed the proposed terms for a conditional agreement ("Sale Agreement") to dispose of its interest in Kosvinsky Kamen, the holder of the West Kytlim alluvial PGM and gold operations.  The Disposal is subject to a number of conditions including Shareholder approval as described below, and the Circular issued today provides information to Shareholders and seeks their approval of the requisite resolutions at the General Meeting.  The terms of the Sale Agreement described below and in the Circular have been agreed in principle with the buyer but will only be entered into once state approval is received. 

The Disposal follows a sale process and is consistent with the Company's strategy of rationalising its portfolio and prioritising the development of its higher-value assets in the Kola Peninsula in the Arctic region.  Furthermore, the Arctic assets benefit from the agreement signed with the state owned Far East and Arctic Development Corporation (please refer to RNS of 6 December 2021).

The Disposal, if implemented, will generate non-dilutive capital to assist the Group in concentrating on the ongoing development of the Group's remaining assets in the Arctic region, where 99.7% of Eurasia's reserves and resources are located, including the Tier 1 nickel-copper deposit NKT.  Also, the Company holds a mining licence at Monchetundra and recently completed a detailed design for its development (please refer to RNS of 1 December 2025). 

The Transaction places a valuation of the West Kytlim assets of approximately US$251 million, which is line with previous estimates. However, after local regulations and taxes the cash consideration due is 671.2 million RUB (approximately US$9 million)  (see further discussion on these taxes below).  Whilst this represents a significant discount, the Board believes it is preferable to take this opportunity now.  West Kytlim is exposed to potential nationalisation as a possible reciprocal reaction to Russia's assets freeze in Europe for indefinite period of time.

In addition, Kosvinsky Kamen will transfer the Travyanaya licence to the Group as part of the transaction - i.e., Eurasia will retain this licence following Completion.

The Board believes that the Disposal represents an opportunity to optimise the value of its portfolio and allow the development of the major component of its mineral assets and inventory.

In view of the size of the Disposal relative to the size of the Company, the Transaction requires to be approved by Shareholders.  Should the Transaction be approved by Shareholders, the Company will NOT become a cash shell and will NOT be required to complete an acquisition which constitutes a reverse takeover under the AIM Rules.

The purpose of the Circular is to:

(i)    provide Shareholders with information about the background to and the reasons for the Disposal;

(ii)   explain why the Board considers the Disposal to be in the best interests of the Company and its Shareholders as a whole; and

(iii)  explain why the Board recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of the Circular.

General Meeting

A General Meeting will be held electronically on https://meetings.lumiconnect.com/100-367-007-686  at 11:00 a.m. on Thursday, 15 January 2026.  The Notice convening the General Meeting is set out at the end of the Circular.  The Resolutions to approve the Disposal will be proposed as ordinary resolutions and must be passed by a simple majority of votes cast.

Background to and reasons for the Disposal

The Group holds a portfolio of mining and development brownfield assets in the Urals and in a high-value Arctic mining area in the Kola peninsula, close to the city of Monchegorsk.  West Kytlim in the Urals is the Group's only production asset, producing PGM and gold from a surface mine, but is non-core representing only 0.3% of the Group's total Reserves and Resources, while 99.7% are located in the Arctic (Monchetundra-NKT cluster).  The Monchetundra detailed design is expected to be approved by all relevant authorities this year, allowing mine development and construction to commence under the EPCF contract with Sinosteel.

The sale of the Kosvinsky Kamen shareholding simplifies the Company's portfolio.  Subject to continued compliance with applicable sanctions legislation, the proceeds of the Disposal may provide capital for the project elements not covered by the EPCF arrangements with Sinosteel.  It also removes the current nationalisation and regulatory risks associated with operating in the Urals region. 

Eurasia continues to remain compliant with licence obligations at Monchetundra and NKT in the Arctic region, enabling their development to be continued within the expected timeframe and avoiding the risk of licence recall by the authorities.  Significantly, all of Eurasia's Arctic assets benefit from the agreement signed with the state owned Far East and Arctic Development Corporation (please refer to RNS of 6 December 2021).

In summary, the Directors believe that the Disposal allows Eurasia to concentrate on its highest-value assets, reduce risk exposure, and pursue its strategic objectives without recourse to shareholder dilution.

Financial effects of the Disposal

The financial information below has been prepared for illustrative purposes only and is extracted from the notes to the Group's audited financial statements for the years ended 31 December 2024, 2023 and 2022 annual reports and relates to the Disposal Group.

No adjustments have been made to take account of trading, expenditure or other movements subsequent to 31 December 2024, being the date of the last published historical annual financial information of the Group.

The West Kytlim project has consistently made operating losses to date.  Operations and trading for the Disposal Group for the year ending 31 December 2025 have continued in line with results reported for the year ended 31 December 2024 and half year ended 30 June 2025.

Following completion of the Disposal, the Group's financial statements will no longer consolidate the Group's 68% interest in the revenues, expenses, assets, liabilities and cash flows of the Disposal Group.  Following completion of the Disposal, the Group's activities will comprise exploration and development of the Group's assets in the Arctic region, primarily Monchetundra and NKT, subject to ongoing compliance with sanctions legislation.

Regulatory framework and statutory valuation

Under current state regulations for the sale of Russian mining assets:

·    a statutory valuation must be prepared by an approved appraiser;

·    a 60% discount is then applied;

·    35% tax is imposed on the pre-discount valuation, payable by the purchaser; and

·    as a result, only 5% of the statutory valuation is payable to the seller.

The independent statutory valuation for Kosvinsky Kamen has been agreed in principle at approximately US$251 million.  After the discount and tax described above, the total consideration payable will be RUB 671,200,000 (approximately US$9 million) for its 68% share, of which RUB 546,200,000 (approximately US$7.3 million) will be payable prior to completion and the remaining RUB 125,000,000 (approximately US$1.7 million) will be payable within 12 months subject to the non-revocation/extension of certain licences at least for 12 months.  In addition, Kosvinsky Kamen will transfer the Travyanaya licence to the Group as part of the transaction - i.e., Eurasia will retain this licence following Completion.

Strategic case for the Sale

The Disposal:

·    Mitigates nationalisation and regulatory risks in the Urals.

·    Enables full strategic focus on the Arctic cluster.

·    Supports compliance with licence obligations at Monchetundra (avoiding risk of licence recall).

The Disposal will enable the Group to support the Monchetundra project without shareholder dilution, supported by the EPCF arrangements with Sinosteel.  It reduces the Group's exposure to nationalisation and other geopolitical risks associated with the Urals and supports compliance with Monchetundra licence obligations.  By selling an asset that represents only 0.3% of Eurasia's total Reserves, the Company can focus its resources on the remaining 99.7%, which carry substantially greater value.

Focusing on the Arctic cluster allows the Group to concentrate its resources on assets that have materially higher value.  Independent third-party estimates value the NKT deposit alone at between US$1.2 billion and US$1.7 billion (Wardell Armstrong's Competent Persons Report December 2021).

The Company's long-term strategy to dispose of the Group's Russian assets has been in place since before the introduction of the tax regime in late 2024 (described above).  In light of more recent geopolitical changes, the board has decided that an opportunity to dispose of West Kytlim, even with such a high effective tax rate, is in the interests of the Company.  Although the mandated valuation framework results in a total deduction of approximately 95%, meaning that only around 5% of the statutory valuation is payable to the seller, this amount is preferable to the risk of receiving no value in the event of nationalisation. 

Assuming the Disposal completes, the proceeds will provide a cash buffer that may help sustain the development of the Kola assets and in future support a strategic transaction once the current regulatory excessive tax on Russian asset disposals is removed.  The Disposal would allow the Company to sustain and focus on the development of what could become a major mining industry in the Arctic, with the Monchetundra-NKT cluster positioned as a cornerstone asset with a 'first mover' advantage within that landscape.  The EPCF agreement with Sinosteel provides a road map for the future.  Nationalisation risk remains a concern for foreign-owned mining assets in Russia, but the Group's assets in the Arctic region benefit from the agreement reached in December 2021 with state owned Far East and Arctic Region Development Corporation.

Summary terms of the Disposal

The Buyer (LLC KS Logistics), is a non-sanctioned infrastructure company in Russia working in transportation, infra-structure development, retail sales and information technology development and management.

The consideration payable by the Buyer under the Sale Agreement is RUB 671,200,000 (approximately US$9 million).  This amount reflects the effect of the Russian regulatory framework introduced in response to geopolitical and sanctions-related conditions, which imposes strict limitations on the proceeds that foreign owners may legally receive from the disposal of Russian assets.

Under this framework, a statutory valuation is first required to determine the fair market value of the asset being sold.  Once this valuation is established, a mandatory 60% discount is applied as part of the state-controlled pricing mechanism.  In addition, a 35% tax is levied on the pre-discount statutory valuation.

The combined effect of these mechanisms is that only approximately 5% of the statutory valuation may legally be transferred to the seller.  For the purpose of the Disposal, the statutory valuation was approximately US$251 million, and therefore the maximum amount legally receivable - based on its 68% ownership of KK - is approximately US$9 million.

This amount represents the full extent of the proceeds that the Company is permitted to receive under the current legal regime and enables Eurasia to unlock value from the Kosvinsky Kamen asset while remaining fully compliant with all the applicable rules and regulations.

The consideration is payable as to RUB 546,200,000 (approximately US$7.3 million) prior to completion and the remaining RUB 125,000,000 (approximately US$1.7 million) within 12 months subject to the non-revocation/extension of certain licences at least for 12 months.

The Sale Agreement includes customary provisions relating to:

·    the assets and shares to be sold;

·    conditions precedent to Completion include state approval and corporate approvals;

·    the consideration payable;

·    liability for past costs, including taxation, is capped at the consideration payable;

·    the process for Completion;

·    post-Completion obligations;

·    company representations; and

·    termination rights. 

The Sale Agreement provides for a reciprocal break fee of US$5 million, in the event that the Disposal does not proceed as intended, due to the failure of either party to fulfil the conditions due to matters under their control.

The Sale Agreement is under Russian law and disputes are referred to the Russian Institute of Modern Arbitration.  Closing is planned before 28 February 2026.

Terskaya Mining Company, a wholly owned subsidiary of the Group, will act as a guarantor for customary representations given in the Sale Agreement (capped in total by the consideration).

As a part of the Transaction, Kosvinsky Kamen is transferring to the Group the licence for Travyanaya in the Arctic for a nominal consideration, i.e.  Eurasia will retain the licence for Travyanaya after the Disposal.

The terms summarised above have been agreed in principle between the parties, but will only be entered into once state approval has been received, and therefore remain subject to final agreement. 

Use of Proceeds

The Directors believe that the Disposal can provide the Company with working capital in Russia.  In conjunction with sanctions legislation, the Company will continue development work at Monchetundra and development at NKT.  In particular, it maintains the opportunity to participate in the development of what could become a major mining industry in the Arctic, with the Monchetundra-NKT cluster positioned as a cornerstone asset within that landscape. 

AIM Rule 15

In accordance with AIM Rule 15, in view of the material size of the Disposal, relative to the size of the Group, the Transaction requires to be approved by Shareholders.  Should the Transaction be approved by Shareholders, the Company will NOT become a cash shell and will NOT be required to complete an acquisition which constitutes a reverse takeover under the AIM Rules.

General Meeting

The Disposal is conditional upon, amongst other things, Shareholder approval being obtained at the General Meeting.

A General Meeting will be held electronically on https://meetings.lumiconnect.com/100-367-007-686 at 11:00 a.m. on Thursday, 15 January 2026.  The Notice convening the General Meeting is set out at the end of the Circular.  The Resolutions to approve the Disposal will be proposed as ordinary resolutions and must be passed by a simple majority of votes cast.

Shareholders should read the Notice of General Meeting at the end of the Circular for the full text of the Resolutions and for further details about the General Meeting.  The attention of Shareholders is also drawn to the voting intentions of the Directors as set out in the Letter from the Chairman.

Recommendation

The Board believes that the Disposal is consistent with the Group's strategic priorities and reduces exposure to operational and geopolitical risks associated with the Urals region; and allows the Group to streamline its asset base while remaining fully compliant with all applicable rules and regulations.

For these reasons, the Board considers the Disposal to be in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions, as the Directors and management intend to do in respect of their own beneficial shareholdings, which amount in aggregate to 561,217,013 Ordinary Shares, representing approximately 19% of the issued share capital of the Company. 

Further updates

Further updates will be provided as and when the conditions to the Disposal Agreement, including state approval, are satisfied.