Caspian Sunrise PLC Announces Conditional $45M Mineral Assets Acquisition to Diversify from Oil & Gas

Caspian Sunrise pushes into manganese and gold with a $25 million step-change

Caspian Sunrise PLC has conditionally agreed to acquire Kazikhan Limited, a Kazakh minerals vehicle with manganese and gold assets, for an initial $25 million in shares and up to $45 million if gold reserves are later certified. It is a related party deal with the Company’s Concert Party vendors, and it marks a clear strategic move to diversify away from the Kazakhstan oil and gas market, which the Board says has been impacted by Russian sanctions.

This is a pivot with tangible assets and near-term production – and with it come the usual questions on valuation, dilution, and execution. Let’s unpack the details.

What’s being bought: Borly manganese and Zhambas gold-copper

Borly manganese – a producing open pit with scale to grow

The headline asset is Borly, an open-pit manganese project in Karaganda, central Kazakhstan. It carries state-confirmed probable reserves of 8.143 million tonnes under the Kazakh Resource Code (KAZRC, a CRIRSCO-style standard), plus a further indicated resource of 6 million tonnes. A 10-year production licence runs to 2035 and can be extended to 2050, covering 6.89 sq. km.

Operations are already underway. Current output is approximately 1,000 tonnes of ore per month at around 33% grade, sold at approximately $120 per dry metric tonne unit (a common pricing unit in manganese), generating around $120,000 per month. The plan is to install new washing and crushing lines to lift production to up to 20,000 tonnes per month with around 36% grades. That upgrade is budgeted at $4.5 million and expected to take 18 months.

Funding-wise, the Group plans to use pre-payments from industry and financing partners. To get moving now, Caspian Sunrise has agreed a $1 million Equipment Loan secured on Borly to fund initial payments for the plant. If the acquisition does not complete, the loan – guaranteed by the vendors – must be repaid.

Zhambas gold and copper – early-stage with defined C2 gold

Zhambas, also in Karaganda, spans 79 sq. km and targets gold and copper (with silver and molybdenum potential). To date, 9,000 linear metres of drilling have been completed with approximately 9,500 core samples taken, of which about 60% have been processed.

Under the former Soviet system, Zhambas has state-confirmed C2 gold reserves of 700 kg. A production facility to produce gold of up to 80% purity is planned at an estimated $10 million, again intended to be funded with external partners. Note: the RNS makes clear none of the above reserves figures are to JORC; KAZRC is a CRIRSCO-style code and C2 is a preliminary classification under the older system.

Deal structure: $25m now, up to $20m later if gold is certified

Initial and deferred consideration in shares priced at 5p

• Initial consideration: $25 million via 373,134,328 new Caspian Sunrise shares at 5p – a 127% premium to the 2.20p closing mid on 19 March 2026.
• Deferred consideration: within 5 years of completion, $4 million per tonne of gold reserves certified by the Kazakh authorities (state certification), up to $20 million. This would be satisfied by up to 298,507,463 further shares at 5p.
• Maximum total consideration: $45 million.

There is also a disposal mechanism: if the gold assets are sold within five years before any deferred consideration is paid, the vendors receive 20% of the ascribed value for the gold assets, capped at $20 million. Any partial deferred payments already made would be deducted, still capped at $20 million overall. Any Kazikhan Group debt at completion (other than the Equipment Loan) will reduce the initial share count issued.

Related party, independent review and approvals

• Kazikhan is 99% owned by Aibek Oraziman and 1% by Kuat Oraziman. The Oraziman Family Concert Party currently owns 50.52% of Caspian Sunrise (Aibek at 44.43%).
• Aibek has undertaken to transfer sufficient existing Caspian Sunrise shares to other Concert Party members before any new consideration shares are issued.
• The Acquisition and Equipment Loan are related party transactions under the AIM Rules. The Independent Directors (Clive Carver and Seokwoo Shin), advised by Zeus Capital Limited, consider the terms fair and reasonable and in the best interests of Independent Shareholders and the Company as a whole.
• An independent assessment by Meirkhan Jumashev – Chairman of the Kazakh Community of Independent Geoscientists and an AIG member – followed KAZRC standards.
• The deal remains subject to customary Kazakh regulatory approvals.

Dilution and control: how the share count shifts

• Pre-deal: 2,356,306,042 shares in issue; Concert Party holds 1,190,395,878 shares (50.52%).
• After initial consideration: 2,729,440,370 shares in issue; Concert Party rises to 1,563,530,206 shares (57.28%).
• If maximum deferred consideration is later issued (including potential shares from West Shalva and Tau Cen acquisitions): 3,132,378,063 shares; Concert Party at 1,966,467,899 shares (62.78%).

The premium issue price is striking, but the long-term implication is greater concentration of control with the Concert Party if all shares are eventually issued. That is not unusual in founder-led natural resources pivots, but it is a clear governance point for independents to weigh.

Why this matters: diversification, quicker cashflow, and clear risks

Positives I see

• Diversification away from a Kazakhstan oil and gas market the Board says has been “heavily impacted by Russian sanctions”.
• Manganese is already producing, with a defined plan to scale to up to 20,000 tonnes per month and improve grade to around 36%.
• Licence clarity at Borly to 2035, extendable to 2050, and KAZRC-style reserve reporting, which is aligned with international CRIRSCO principles.
• Funding strategy leans on offtake pre-payments and partner capital, which can be less dilutive if executed well.
• Independent technical review has been undertaken, and the Independent Directors, advised by Zeus, deem the terms fair and reasonable.

Watch-outs and open items

• Current financial base is small: in 2025 Borly posted $0.2 million of revenue and $58,000 profit before tax; Kazikhan companies aggregated $0.2 million revenue and a $22,000 loss before tax.
• Execution risk on the 18-month, $4.5 million expansion and the separate $10 million gold facility plan, both relying on external funding partners.
• Reserves are not JORC; gold is C2 under the former Soviet system – preliminary by nature. Deferred consideration relies on state certification within five years.
• Regulatory approvals in Kazakhstan are still to come. Timing matters to maintain project momentum.
• Related party optics and increasing Concert Party control post-deal will divide opinion among independents.

Key numbers at a glance

My take and what to watch next

This deal gives Caspian Sunrise a producing industrial mineral with room to scale, plus optionality on gold. The structure sensibly ties a big chunk of value to future gold reserve certification, which protects existing holders if the gold story does not firm up. The premium issue price at 5p is noteworthy in a market where discounts are the norm.

On the flip side, today’s financials are tiny, the ramp-up is not trivial, and deferred consideration plus concentration of control will be hot-button issues. Delivery milestones to track: regulatory approvals, installation and commissioning of the new manganese lines, tangible monthly production uplifts at Borly, progress on offtake pre-payments, and clarity around Zhambas certification and the $10 million plant funding.

Net-net, I see a credible diversification step with a clear path to cashflow growth if execution lands. It is one for investors comfortable with project delivery risk and related party dynamics – and who want exposure to internationally priced commodities rather than domestically constrained barrels.

Further information

The full announcement and future updates are posted at: www.caspiansunrise.com/investors