ARA Capital signed share purchase agreement to acquire additional 44.1% stake in Zoltav Resources Inc. (AIM:ZOL) from Bandbear Limited for RUB 1.8 billion on December 29, 2020. As per terms of transaction, the transaction will take place in two stages. Initially, ARA Capital Holdings has acquired 8.1 million shares of Zoltav, representing 5.7 percent of Zoltav's total issued share capital.

The consideration of approximately RUR 1.8 billion will be paid in three instalments which shall be paid according to the following payment schedule: the first instalment, which is equal to approximately RUB 220 million ($3 million), has already been paid on entering into the SPA; the balance will be divided into two equal installments which shall be paid no later than 31 December 2023 and 31 December 2024 respectively. The purchase price per share is RUB 29 per share. In a related transaction, Bandbear Limited will acquire the 6.3 million shares from Drentru Services LTD. Upon completion of the transfer of the 15,220,544 tendered Ordinary Shares remaining 54,496,644 Ordinary Shares to ARA Capital Holdings Limited pursuant to share purchase agreement between ARA Capital Holdings Limited and Bandbear Limited, it is expected that ARA Capital Holdings Limited will hold approximately 59.29% of the total issued Ordinary Shares of Zoltav Resources and, together with ARA Capital Limited, will hold approximately 98.91% of the total issued Ordinary Shares.

Accordingly, ARA Capital Limited will hold an interest in 70.6 million Zoltav shares, representing 49.80 percent of the Zoltav total issued share capital, and Bandbear has now holds an interest in 48.1 million Zoltav shares, representing 33.9 percent of the Zoltav total issued share capital. The acquisition of the remaining shares held by Bandbear is conditional upon several conditions' precedent including ARA Capital Holdings obtaining clearance from the Russian Federal Antimonopoly Service ("FAS"). On January 19, 2022, shareholders of Zoltav Resources Inc has approved the cancellation of admission to trading on AIM. As per update on January 26, 2022, offer period will close on January 31, 2022. De-listing will take place on February 15, 2022. Jeff Keating and Adam Cowl of SP Angel Corporate Finance LLP acted as financial advisors to Zoltav Resources Inc.