Breton Technology Announces Major Strategic Investment in Sierra Leone Gold Mining Company

Key Points

• Breton Technology Co., Ltd. (“the Company”) has entered into a detailed investment framework agreement to acquire a significant 35% equity interest in Geocentric Interaction Mining Company Limited (“Target Company”), a Sierra Leone-based gold mining enterprise.
• The investment is structured in two phases: an initial capital increase followed by an equity transfer, with the total consideration subject to due diligence and final negotiation.
• The deal includes an exclusivity period, barring the target from negotiating with third parties until September 8, 2026.
• This move aligns with Breton Technology’s international expansion plans and its ambitions to introduce its advanced unmanned driving and PV storage solutions into global mining projects.
• The transaction is subject to regulatory approvals, satisfactory due diligence results, and execution of formal transaction documents.

Investment Details and Structure

Breton Technology will acquire up to 35% equity in the Target Company through a two-step process:

1. Phase I: Breton will inject RMB11.2 million into the Target Company as a capital increase, obtaining a 16% equity stake. This values the Target Company at RMB70 million post-investment.
2. Phase II: Breton will subsequently acquire an additional 19% equity interest from existing shareholders for RMB13.3 million, resulting in a total 35% stake.

The preliminary valuation of the Target Company prior to the transaction is set at RMB58.8 million. The final investment amount may be adjusted pending the results of comprehensive due diligence and further negotiations between the parties.

Conditions and Due Diligence

• The transaction is contingent upon the completion of necessary filings for overseas investment in China and regulatory approvals in Sierra Leone.
• Breton Technology will conduct extensive due diligence—covering legal, financial, tax, and environmental aspects—before executing definitive transaction agreements, such as the capital increase agreement, share transfer agreement, shareholders’ agreement, and articles of association.

Exclusivity and Strategic Importance

The Target Company and its shareholders have agreed not to negotiate with any third parties regarding equity financing, sales, mergers, asset disposals, or similar transactions prior to September 8, 2026, unless Breton Technology consents in writing.

The Target Company’s primary asset is a gold mining right located in Sierra Leone, which geological reports suggest holds substantial potential gold resources and high development value.

Strategic Rationale and Potential Impact

• This proposed investment is expected to secure critical mining assets for Breton Technology, including all mining and exploration rights, permits, and related filings associated with gold extraction and development.
• The company intends to leverage this opportunity to introduce its unmanned driving technology and integrated photovoltaic (PV) storage solutions into the overseas mining sector, aiming to set a global benchmark for “zero-carbon intelligent mines.”
• This initiative supports Breton’s internationalisation strategy and sustainability objectives, potentially offering significant long-term value creation for shareholders through both resource integration and the export of advanced energy solutions.

Shareholder and Investor Guidance

• This transaction is still subject to further negotiation, satisfactory due diligence, and the execution of formal agreements. There can be no assurance that the investment will be completed as described.
• Potential Price-Sensitive Information: If completed, this transaction could transform Breton Technology’s asset base and growth trajectory by adding significant gold mining interests and expanding its new energy business overseas. As always, investors should monitor further announcements regarding material developments.
• Risk Notice: Shareholders are cautioned that the proposed investment has not yet been finalized and is subject to multiple regulatory and commercial conditions. The share price may be sensitive to news regarding the deal’s progress or any changes in its terms.

Board Statement

The Board of Breton Technology, led by Mr. Chen Fangming (Chairman, General Manager, and Executive Director), reiterates its commitment to transparent communication. Investors are advised to exercise caution when trading the Company’s securities while the transaction remains under negotiation.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. The proposed transactions described are subject to negotiation, due diligence, regulatory approval, and the execution of formal agreements. Investors should make their own assessments and consult their financial advisors before making any investment decisions. The company will provide further updates as required by the Hong Kong Listing Rules and other applicable regulations.

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